WUCIOA – What is it, and why should my community association care? Topic 6: Actions without Board Meetings

WUCIOA provides a limited ability for Boards to take action by email . (But this is not legal advice for your specific association) The Washington Uniform Common Interest Ownership Act (WUCIOA) is a new law that takes effect on July 1, 2018. Most of it only applies to HOAs and Condos created after that date. But existing HOAs and Condos can CHOOSE to adopt WUCIOA, and the legislature made it easier to do that than any other amendment to your CC&Rs or Declaration. The law specifying how HOAs and old condos (before July of 1990) are regulated are vague have led to many disputes among owners; WUCIOA is intended to fix that problem. It provides more specific guidance on how the community is governed and about the rights and obligations of the owners and the association, and even banks that loan money to purchasers. WUCIOA allows for board actions to be taken outside of meetings under limited circumstances. The statute is specific that such actions must be by unanimous consent, in the form of a record, and this authority is limited to ministerial actions, actions that must be ratified by the owners, or to implement actions previously taken at a board meeting. It appears the intent is to prohibit a board from conducting business outside of the open meetings required by the statute, so limits the authority to take action that would otherwise be available to corporations under RCW 24.06.510. With regard to Board Action by Written Consent, WUCIOA is friendlier to associations in several respects:
  1. WUCIOA automatically allows written consent for actions within a limited range.
  2. Really, there is no real improvement for any corporation with this new statute.
With regard to Board Action by Written Consent, WUCIOA may be more difficult for associations, or leaves unanswered questions, in several respects:
  1. WUCIOA is less generous to Boards than RCW 24.06.510, which does not restrict the kind of actions that can be taken by unanimous written consent.
  2. It is unclear what the legislature considers to be “ministerial.”
  3. This will require that boards meet more often, and call more special meetings to conduct business.
  4. This can be handled to some extent by proactively making decisions at board meetings and delegating authority to committees or officers so that they can administer lesser activities of the board between meetings.
Depending on your community, WUCIOA may be an improvement over the HOA act, or either condominium statute. It is unclear if the new statutory provisions are automatically incorporated into the Declarations, or if they must be added, and conflicting old provisions deleted. If you have questions about how WUCIOA might benefit your community, please contact us.