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The Value of Consent Resolutions in Conducting Association Business


— By Stephen M. Smith, Esq. — T


he term “consent resolutions” is a foreign one for most community association board members and professionals. Yet, in the business world at large,


they are used every day to ensure a company is running smoothly. Recent changes to the various community association laws highlight the value of making use of consent resolutions for conducting business


It is no secret that nearly all community associations in Washington are non-profit corporations or some closely related business entity. A corporation’s board of directors can meet, discuss, and hold a vote where the majority vote (unless the governing documents require a different percentage) results in a binding business decision.


Where it is inconvenient for the board to meet, a set of resolutions may be drafted and consented to by all members of the board in lieu of a meeting.


32 Community Associations Journal | November–December 2021


Where it is inconvenient for the board to meet, a set of resolutions may be drafted and consented to by all members of the board in lieu of a meeting. These written action items are called “consent resolutions” and look something like:


THE UNDERSIGNED, being all the Directors of


ABC Association, a Washington non-profit corporation (the ”Association”), do hereby consent to the adoption as resolution of the Board of Directors as follows:


RESOLUTION NO. ONE


WHEREAS, [recite the facts explaining the purpose and need for the action item].


NOW THEREFORE, BE IT RESOLVED that [list the action to be taken by the Association].


The consent resolutions would then be signed and dated by every board member and maintained as an association record. A valid consent resolution is effective the same as if the board had met and a majority had approved the action item. But if even one board member will not consent, the resolutions are ineffective.


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