Whether you’re urging people to just start washing their hands or your closet is filled with toilet paper, one thing is certain: coronavirus continues to spread. According to health professionals, one thing we can do to slow the spread is avoid group gatherings. Unfortunately, that’s not always easy to do when you are trying to maintain a functioning community association. Regular gatherings are the norm for community associations. In some cases, such as annual meetings, gatherings are even mandated by the governing documents. So, under Washington law, can you keep your association running, meet fiduciary duties, and comply with your governing documents without congregating? Yes. Here are a few potential suggestions for continuing with association operations during the foreseeable future. An association’s governing documents may limit the applicability of these suggestions, so as always please consult with your lawyer on specific questions.
Washington community associations are governed by one or more of five acts depending on the type of association and date of creation. These are: (1) Horizontal Property Regimes Act, (2) Condominium Act, (3) Homeowners’ Associations Act, (4) Washington Uniform Common Interest Ownership Act (“WUCOIA”) and (5) Nonprofit Corporation Act. WUCOIA, the HOA Act, and the Nonprofit Act all require association Boards of Directors to hold “open meetings” and while the Horizontal Property Regimes Act and the Condominium Act do not specifically require open meetings, most governing documents in condominiums do. Open meetings are not explicitly defined by any of the acts; however, the purpose of open meetings is to allow owners access and opportunity to listen to Board discussions in any Board meeting where association business is conducted. As such, holding remote meetings through electronic means should be permissible.
Permit attendance of board meetings by telephonic or virtual means. WUCOIA specifically allows for telephonic, video, or other conferencing processes to be used to hold meetings as long as (1) the meeting notice states the conferencing process to be used, (2) the notice provides information explaining how unit owners may participate in the conference directly, and (3) the meeting method allows owners to hear and, if recolonized by the Board, comment on the discussion. Similarly, the HOA Act requires meetings to be “open for observation by all owners of record.” Thus, as long as any meeting conducted by electronic means allows the owners to view or hear the meeting this will likely be complied with. Lastly, the Nonprofit Act specifically allows meetings to be held by conference telephone or similar communications equipment. The meeting medium must allow all persons participating in the meeting to hear each other at the same time.
VF lawyers are ready to help associations and other clients navigate the implications of coronavirus. Our lawyers understand electronic communications, virtual meetings and voting, and are ready to answer your specific questions. Please contact us at (503) 684-4111 or [email protected].