RCW 64.34.308
Board of directors and officers. (Effective
until January 1, 2012.)
(1) Except as provided in the
declaration, the bylaws, subsection (2) of this section, or other
provisions of this chapter, the board of directors shall act in
all instances on behalf of the association. In the performance
of their duties, the officers and members of the board of
directors are required to exercise: (a) If appointed by the
declarant, the care required of fiduciaries of the unit owners;
or (b) if elected by the unit owners, ordinary and reasonable
care.
(2) The board of directors shall not act on behalf of the
association to amend the declaration in any manner that requires
the vote or approval of the unit owners pursuant to RCW 64.34.264, to terminate the condominium pursuant to RCW 64.34.268, or to elect members of the board of directors or
determine the qualifications, powers, and duties, or terms of
office of members of the board of directors pursuant to
subsection (6) of this section; but the board of directors may
fill vacancies in its membership for the unexpired portion of any
term.
(3) Within thirty days after adoption of any proposed budget
for the condominium, the board of directors shall provide a
summary of the budget to all the unit owners and shall set a date
for a meeting of the unit owners to consider ratification of the
budget not less than fourteen nor more than sixty days after
mailing of the summary. Unless at that meeting the owners of
units to which a majority of the votes in the association are
allocated or any larger percentage specified in the declaration
reject the budget, the budget is ratified, whether or not a
quorum is present. In the event the proposed budget is rejected
or the required notice is not given, the periodic budget last
ratified by the unit owners shall be continued until such time as
the unit owners ratify a subsequent budget proposed by the board
of directors.
(4)(a) Subject to subsection (5) of this section, the
declaration may provide for a period of declarant control of the
association, during which period a declarant, or persons
designated by the declarant, may: (i) Appoint and remove the
officers and members of the board of directors; or (ii) veto or
approve a proposed action of the board or association. A
declarant's failure to veto or approve such proposed action in
writing within thirty days after receipt of written notice of the
proposed action shall be deemed approval by the declarant.
(b) Regardless of the period provided in the declaration, a
period of declarant control terminates no later than the earlier
of: (i) Sixty days after conveyance of seventy-five percent of
the units which may be created to unit owners other than a
declarant; (ii) two years after the last conveyance or transfer
of record of a unit except as security for a debt; (iii) two
years after any development right to add new units was last
exercised; or (iv) the date on which the declarant records an
amendment to the declaration pursuant to which the declarant
voluntarily surrenders the right to further appoint and remove
officers and members of the board of directors. A declarant may
voluntarily surrender the right to appoint and remove officers
and members of the board of directors before termination of that
period pursuant to (i), (ii), and (iii) of this subsection
(4)(b), but in that event the declarant may require, for the
duration of the period of declarant control, that specified
actions of the association or board of directors, as described in
a recorded instrument executed by the declarant, be approved by
the declarant before they become effective.
(5) Not later than sixty days after conveyance of
twenty-five percent of the units which may be created to unit
owners other than a declarant, at least one member and not less
than twenty-five percent of the members of the board of directors
must be elected by unit owners other than the declarant. Not
later than sixty days after conveyance of fifty percent of the
units which may be created to unit owners other than a declarant,
not less than thirty-three and one-third percent of the members
of the board of directors must be elected by unit owners other
than the declarant.
(6) Within thirty days after the termination of any period
of declarant control, the unit owners shall elect a board of
directors of at least three members, at least a majority of whom
must be unit owners. The number of directors need not exceed the
number of units then in the condominium. The board of directors
shall elect the officers. Such members of the board of directors
and officers shall take office upon election.
(7) Notwithstanding any provision of the declaration or
bylaws to the contrary, the unit owners, by a two-thirds vote of
the voting power in the association present and entitled to vote
at any meeting of the unit owners at which a quorum is present,
may remove any member of the board of directors with or without
cause, other than a member appointed by the declarant. The
declarant may not remove any member of the board of directors
elected by the unit owners. Prior to the termination of the
period of declarant control, the unit owners, other than the
declarant, may remove by a two-thirds vote, any director elected
by the unit owners.
[1992 c 220 § 15; 1989 c 43 § 3-103.]
RCW 64.34.308
Board of directors and officers. (Effective
January 1, 2012.)
(1) Except as provided in the declaration, the
bylaws, subsection (2) of this section, or other provisions of
this chapter, the board of directors shall act in all instances
on behalf of the association. In the performance of their
duties, the officers and members of the board of directors are
required to exercise: (a) If appointed by the declarant, the
care required of fiduciaries of the unit owners; or (b) if
elected by the unit owners, ordinary and reasonable care.
(2) The board of directors shall not act on behalf of the
association to amend the declaration in any manner that requires
the vote or approval of the unit owners pursuant to RCW 64.34.264, to terminate the condominium pursuant to RCW 64.34.268, or to elect members of the board of directors or
determine the qualifications, powers, and duties, or terms of
office of members of the board of directors pursuant to
subsection (7) of this section; but the board of directors may
fill vacancies in its membership for the unexpired portion of any
term.
(3) Within thirty days after adoption of any proposed budget
for the condominium, the board of directors shall provide a
summary of the budget to all the unit owners and shall set a date
for a meeting of the unit owners to consider ratification of the
budget not less than fourteen nor more than sixty days after
mailing of the summary. Unless at that meeting the owners of
units to which a majority of the votes in the association are
allocated or any larger percentage specified in the declaration
reject the budget, the budget is ratified, whether or not a
quorum is present. In the event the proposed budget is rejected
or the required notice is not given, the periodic budget last
ratified by the unit owners shall be continued until such time as
the unit owners ratify a subsequent budget proposed by the board
of directors.
(4) As part of the summary of the budget provided to all
unit owners, the board of directors shall disclose to the unit
owners:
(a) The current amount of regular assessments budgeted for
contribution to the reserve account, the recommended contribution
rate from the reserve study, and the funding plan upon which the
recommended contribution rate is based;
(b) If additional regular or special assessments are
scheduled to be imposed, the date the assessments are due, the
amount of the assessments per each unit per month or year, and
the purpose of the assessments;
(c) Based upon the most recent reserve study and other
information, whether currently projected reserve account balances
will be sufficient at the end of each year to meet the
association's obligation for major maintenance, repair, or
replacement of reserve components during the next thirty years;
(d) If reserve account balances are not projected to be
sufficient, what additional assessments may be necessary to
ensure that sufficient reserve account funds will be available
each year during the next thirty years, the approximate dates
assessments may be due, and the amount of the assessments per
unit per month or year;
(e) The estimated amount recommended in the reserve account
at the end of the current fiscal year based on the most recent
reserve study, the projected reserve account cash balance at the
end of the current fiscal year, and the percent funded at the
date of the latest reserve study;
(f) The estimated amount recommended in the reserve account
based upon the most recent reserve study at the end of each of
the next five budget years, the projected reserve account cash
balance in each of those years, and the projected percent funded
for each of those years; and
(g) If the funding plan approved by the association is
implemented, the projected reserve account cash balance in each
of the next five budget years and the percent funded for each of
those years.
(5)(a) Subject to subsection (6) of this section, the
declaration may provide for a period of declarant control of the
association, during which period a declarant, or persons
designated by the declarant, may: (i) Appoint and remove the
officers and members of the board of directors; or (ii) veto or
approve a proposed action of the board or association. A
declarant's failure to veto or approve such proposed action in
writing within thirty days after receipt of written notice of the
proposed action shall be deemed approval by the declarant.
(b) Regardless of the period provided in the declaration, a
period of declarant control terminates no later than the earlier
of: (i) Sixty days after conveyance of seventy-five percent of
the units which may be created to unit owners other than a
declarant; (ii) two years after the last conveyance or transfer
of record of a unit except as security for a debt; (iii) two
years after any development right to add new units was last
exercised; or (iv) the date on which the declarant records an
amendment to the declaration pursuant to which the declarant
voluntarily surrenders the right to further appoint and remove
officers and members of the board of directors. A declarant may
voluntarily surrender the right to appoint and remove officers
and members of the board of directors before termination of that
period pursuant to (i), (ii), and (iii) of this subsection
(5)(b), but in that event the declarant may require, for the
duration of the period of declarant control, that specified
actions of the association or board of directors, as described in
a recorded instrument executed by the declarant, be approved by
the declarant before they become effective.
(6) Not later than sixty days after conveyance of
twenty-five percent of the units which may be created to unit
owners other than a declarant, at least one member and not less
than twenty-five percent of the members of the board of directors
must be elected by unit owners other than the declarant. Not
later than sixty days after conveyance of fifty percent of the
units which may be created to unit owners other than a declarant,
not less than thirty-three and one-third percent of the members
of the board of directors must be elected by unit owners other
than the declarant.
(7) Within thirty days after the termination of any period
of declarant control, the unit owners shall elect a board of
directors of at least three members, at least a majority of whom
must be unit owners. The number of directors need not exceed the
number of units then in the condominium. The board of directors
shall elect the officers. Such members of the board of directors
and officers shall take office upon election.
(8) Notwithstanding any provision of the declaration or
bylaws to the contrary, the unit owners, by a two-thirds vote of
the voting power in the association present and entitled to vote
at any meeting of the unit owners at which a quorum is present,
may remove any member of the board of directors with or without
cause, other than a member appointed by the declarant. The
declarant may not remove any member of the board of directors
elected by the unit owners. Prior to the termination of the
period of declarant control, the unit owners, other than the
declarant, may remove by a two-thirds vote, any director elected
by the unit owners.
[2011 c 189 § 2; 1992 c 220 § 15; 1989 c 43 § 3-103.]
NOTES:
Effective date -- 2011 c 189: See note following RCW 64.38.065.