an immutable right to be at a board meeting. In today’s cultural environment, this remedy should be in every board’s toolbox.


They cause meeting agendas to be hijacked, profanities to be exclaimed, and volunteers to resign. In short,


they doth protest too much.


Expanded Scope of Executive Session WUCIOA expands on the Homeowners Association Act’s executive session provisions in a few key areas.


First, while litigation is a common subject covered under executive session, WUCIOA explicitly includes discussions on existing or potential “mediation, arbitration, or administrative proceedings.” This explicit mention of other proceedings is helpful as “litigation” is often narrowly defined/interpreted as a lawsuit in a superior court.


WUCIOA shields discussions around contracts, leases, and other commercial transactions for services currently being negotiated.


Second, WUCIOA shields discussions around “contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the association at a disadvantage.” This prevents owners from prematurely demanding information on these bids and contracts which may compromise ongoing board negotiations with vendors.


WUCIOA permits boards to hold executive session if “public knowledge would violate the privacy of any person.”


Lastly, WUCIOA permits boards to hold executive session to “prevent public knowledge of the matter to be discussed if the board or committee determines that


public knowledge would violate the privacy of any person.” While the standard is broad, it explicitly gives the board discretion to err on the side of caution when navigating matters of owner enforcement.


The Presumption of Validity


The winner for the best provision in RCW 64.90.445 goes to… SUBSECTION(2)(n):


Even if an action by the board is not in compliance with this section, it is valid unless set aside by a court. A challenge to the validity of an action of the board for failure to comply with this section may not be brought more than ninety days after the minutes of the board of the meeting at which the action was taken are approved or the record of that action is distributed to unit owners, whichever is later.


This is a valuable protection for a group of organizational volunteers


staving off the slings and arrows of outrageous owners.


This ninety-day statute of limitations is one of the most valuable protections that can be afforded to a group of organizational volunteers; particularly when staving off the slings and arrows of outrageous owners (many of whom have a penchant to request years of historical documents). While a court can still set aside board actions (presumably for grave noncompliance), the statute’s declaration that board action is valid on-its-face should give board members relief that the failure to cross a “t” or dot an “i” a year ago is not likely to come back to haunt them.


Request a review of your board meeting procedures. Chances are,


“to amend or not to amend?” will not be the question.


It is worth having a talk with your collective boards to request a review of their meeting procedures. Chances are, “to amend or not to amend?” will not be the question.


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