Parker Estates Homeowners Association v. Pattison (Washington State)
The Court of Appeals will decide whether this association’s governing documents and the Washington Non-Profit Corporation Act provide board members with the authority to continue in their positions on the board and to fill vacancies in the board as a result of a failure to achieve quorum at Association meetings.
The plain language of the Nonprofit Act provides an opportunity for the board of a corporation to continue managing and administering the corporation even if members fail to participate in meetings and voting. The Trial Court’s interpretation of this language leaves the corporation without a governing entity to make and implement decisions on behalf of the corporation for any period of time during which a quorum of the members cannot be achieved. If boards are prohibited from taking action on behalf of the corporation during that time, the corporation is incapable in conducting its daily business activities. For a homeowner’s association like Parker Estates, this means there would be no one authorized to address immediate needs like consulting with professionals, renewing insurance policies, arranging for necessary maintenance and repairs, paying bills, and collecting assessments from owners for shared expenses.
Brief
Prior Ruling: Lower Court Decision
Status: Pending
CAI Amicus Brief Author: Ken Harer, Esquire
CAI Amicus Brief Review Committee: Robert Diamond, Esq; Henry Goodman, Esq; Mary Howell, Esq; James Strichartz, Esq; Steven Sugarman, Esq.