RCW 64.90.445 Explained: Washington HOA Meeting Rules, Subsection by Subsection (2026)

Last checked against current statute text: September 3, 2026. General information, not legal advice; read the current text, read your governing documents, and consult an attorney for specific situations.

RCW 64.90.445 is the section of the Washington Uniform Common Interest Ownership Act (WUCIOA) that governs meetings: owner meetings, board meetings, executive sessions, notice, owner comment, remote meetings, and minutes. Since January 1, 2026 it applies to every Washington HOA and condominium regardless of age, because ESSB 5129 (ch. 119, Laws of 2025) added it to the phase-in list in RCW 64.90.365(1) and repealed the old HOA Act meeting section, former RCW 64.38.035. In short: open board meetings, five executive-session grounds, no closed-door votes, 14 days’ notice with an agenda, 15 minutes of owner comment before votes, remote meetings allowed, every decision recorded. The sections below follow the statute’s own subsection letters.

Who RCW 64.90.445 applies to since January 1, 2026 (RCW 64.90.365)

Through 2025, pre-July-2018 communities used former RCW 64.38.035 (HOAs) or 64.34.332 (condominiums). ESSB 5129 section 11 rewrote RCW 64.90.365(1), effective January 1, 2026:

“… the following sections apply to a common interest community created before July 1, 2018, and any inconsistent provisions of chapter 58.19, 64.32, 64.34, or 64.38 RCW do not apply: … (c) RCW 64.90.445; …” — RCW 64.90.365(1)

The same act repealed former RCW 64.38.035 effective January 1, 2026 (2025 c 119 s 32); the rest of chapter 64.38, with chapters 58.19, 64.32 and 64.34, sunsets January 1, 2028 under 2024 c 321 (see the WUCIOA 2028 guide). The 2025 changes to 64.90.445’s own text took effect July 27, 2025 for communities already under WUCIOA. The only exceptions are small plat or miscellaneous communities under RCW 64.90.360(4) (no more than 50 units, average assessments capped at $1,000, inflation-adjusted) and nonresidential or mixed-use communities under RCW 64.90.100.

The 64.90.365(2) question for pre-2018 governing documents

Subsection (2) was not rewritten. It still says the listed sections “do not invalidate existing provisions of the governing documents of those common interest communities existing on July 1, 2018,” and names only RCW 64.90.370 and 64.90.525 as superseding those documents. A literal reading would let a conflicting pre-2018 bylaw survive; the purposive reading is that 64.90.445 governs conduct going forward, since 64.38.035 is repealed and the amendment would otherwise do nothing. No Washington appellate court has decided it. Follow the statute, and amend your bylaws to conform rather than litigate.

What your bylaws can’t override (RCW 64.90.015)

RCW 64.90.015(2): “Except as provided in subsection (3) of this section, the governing documents may not vary a provision of this chapter that gives a right to or imposes an obligation or liability on a unit owner, declarant, association, or board.” The only meetings entry in subsection (3):

“(v) RCW 64.90.445 (1)(b) and (2)(i), concerning meetings;” — RCW 64.90.015(3)(v)

That is the special-meeting petition threshold and board action by unanimous consent. Everything else in 64.90.445 is non-variable. Quorum (RCW 64.90.450) is variable under 64.90.015(3)(w), so a higher board quorum stands; counting proxies toward it does not.

Old-HOA-Act bylaws usually conflict in four places:

• 24- or 48-hour board meeting notice. Former 64.38.035 set no board-meeting notice period; bylaws filled the gap. The statute requires 14 days, or 7 days electronically for an unforeseeable event. There is no 24-hour route.
• Executive session for “possible violations of the governing documents” or “possible liability of an owner.” Former 64.38.035(4) grounds, not among the five in (2)(b). Repackage as (ii), potential litigation, or (v), privacy.
• Board quorum “in person or by proxy.” Conflicts with (2)(k).
• Purpose stated in the executive-session motion; reconvene to vote in open session. Stricter than the statute, not in conflict, enforceable. Keep them.

RCW 64.90.445(1) — Unit owner meetings

(1)(a) The annual meeting

“A meeting of the association must be held at least once each year.” Missing one “does not cause a forfeiture,” but hold it; see running the annual meeting.

(1)(b) Special owner meetings

Required when “its president, a majority of the board, or unit owners having at least 20 percent, or any lower percentage specified in the organizational documents, of the votes in the association request that the secretary call the meeting.” If notice does not go out within 30 days, the requesting owners may send it themselves. One of the two variable provisions.

(1)(c) Owner meeting notice: 14 to 50 days

“An association must provide notice to unit owners of the time, date, and place of each annual and special unit owners meeting not less than 14 days and not more than 50 days before the meeting date. … The notice of any meeting must state the time, date, and place of the meeting and the items on the agenda, including: (i) The text of any proposed amendment to the declaration or organizational documents …” — RCW 64.90.445(1)(c)

The ceiling is 50 days, not 60, and an amendment needs its text in the notice. Budget ratification meetings under RCW 64.90.525 use the same window; see the budget ratification guide.

(1)(d)–(f) Owner comment; remote and hybrid owner meetings

Owners “must be given a reasonable opportunity at any meeting to comment” on any association matter. An owner meeting “is not required to be held at a physical location” if conducted under subsection (3), and an in-person meeting may offer remote participation; remote attendees count toward quorum (RCW 64.90.450(1)).

RCW 64.90.445(2) — Board and committee meetings

Subsection (2) covers “meetings of the board and committees authorized to act for the board.”

(2)(a) Open meetings, and no votes in executive session

“Meetings must be open to the unit owners except during executive sessions … The board and those committees may hold an executive session only during a regular or special meeting of the board or a committee. A final vote or action may not be taken during an executive session.” — RCW 64.90.445(2)(a)

The chair may remove a disruptive attendee after a warning. Executive session exists only inside a noticed board meeting; there is no standalone closed session. Nothing is decided behind the door: discuss, return to open session, move, vote, record. See open meeting laws.

(2)(b) The five executive-session grounds

“An executive session may be held only to: (i) Consult with the association’s attorney concerning legal matters; (ii) Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings; (iii) Discuss labor or personnel matters; (iv) Discuss 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; or (v) 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.” — RCW 64.90.445(2)(b)

The list is exclusive. Delinquencies and alleged violations usually belong under (ii) or (v); the board should be able to say which. The statute no longer requires the motion to state the purpose (former 64.38.035(4) did); state it anyway, so the minutes show the session fit a permitted ground. See executive session minutes.

(2)(c)–(d) Social gatherings; where the board meets

Members “may not use incidental or social gatherings to evade the open meeting requirements.” A work session where a quorum works the budget is a board meeting: notice it and open it. Meetings must be at or “at a place convenient to the common interest community” unless the organizational documents or subsection (3) provide otherwise.

(2)(e) The 15-minute owner comment period

“At each board meeting, the board must provide a reasonable opportunity for unit owners to comment regarding matters affecting the common interest community and the association. The board must provide at least 15 minutes at the beginning of each meeting for unit owners to comment about agenda items before the board votes. The board may place reasonable time restrictions of not less than 90 seconds per owner per unit, except that the time per owner per unit may be reduced and allocated equally if more than 10 unit owners wish to comment.” — RCW 64.90.445(2)(e)

The most-asked-about 2025 addition, and the most misread. What it requires is covered below.

(2)(f) Board meeting notice: 14 days, or 7 days electronic for the unforeseeable

“Unless the meeting is included in a schedule given to the unit owners, the secretary or other officer specified in the organizational documents must provide notice of each board meeting to each board member and to the unit owners. The notice must be given at least 14 days before the meeting and must state the time, date, place, and agenda of the meeting. Notwithstanding the foregoing, notice of a meeting to address an event or condition that could not have been reasonably foreseen and for which it is impracticable to provide notice as otherwise required by this chapter must be given at least seven days before the meeting and by means of electronic communication to unit owners whose electronic address or phone number is known to the association.” — RCW 64.90.445(2)(f)

The practical route is the published schedule: adopt the year’s regular dates and give them to owners. Everything else needs 14 days with an agenda; the 7-day path is for a burst main, not a contract the board forgot to calendar. See scheduling a board meeting, the agenda guide and template.

(2)(g) Board packet materials

“The board must make copies of those materials reasonably available to the unit owners,” except “unapproved minutes or materials that are to be considered in executive session.”

(2)(h) Directors attending by phone or video

“Notwithstanding the governing documents,” directors may participate by any means “by which all board members participating can hear each other during the meeting” and are “deemed to be present in person,” so they count toward quorum and vote.

(2)(i) Acting without a meeting: the email-vote question

After the transition meeting, “the board may act by unanimous consent only to undertake ministerial actions, actions subject to ratification by the unit owners, or to implement actions previously taken at a meeting of the board.” An email thread approving a landscaping contract is not ministerial; put it on a noticed agenda. The second variable provision.

(2)(j) Presumed assent

A director present “is presumed to have assented” unless a dissent or abstention is lodged with the secretary before adjournment or delivered in a record immediately after. See recording motions and votes.

(2)(k) No board proxies

“A board member may not vote by proxy or absentee ballot.” — RCW 64.90.445(2)(k)

An absent director participates under (2)(h) or (3), or does not vote.

(2)(l) The 90-day challenge window

“Even if an action by the board is not in compliance with this section, it is valid unless set aside by a court. An action seeking relief … may not be brought more than 90 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.” — RCW 64.90.445(2)(l)

A defect does not void an action by itself; someone has to sue, within 90 days. Approve minutes promptly and circulate them.

RCW 64.90.445(3) — Remote meetings, notwithstanding the governing documents

Any meeting “may be held by telephonic, video, or other conferencing process if”:

“(a) The meeting notice states the conferencing process to be used and provides information explaining how to participate in the conference; (b) The process provides all participants the opportunity to hear or perceive the discussion and to comment as provided in subsection (2)(e) of this section; (c) Any votes of the board members are conducted by roll call or other verbal vote; and (d) Any person entitled to participate in the meeting is given the option of participating by telephone.” — RCW 64.90.445(3)

Bylaws requiring in-person meetings are overridden, but the conditions are real: roll-call votes recorded by name, and a dial-in number even if everyone uses video.

RCW 64.90.445(4) — Minutes

“Minutes of all unit owner meetings and board meetings, excluding executive sessions, must be maintained in a record. The decision on each matter voted upon at a board meeting or unit owner meeting must be recorded in the minutes.” — RCW 64.90.445(4)

That is the entire statutory content requirement; good practice adds the motion wording, mover and second, and the vote count. Executive sessions stay out (RCW 64.90.495(3)(g) requires their records redacted before disclosure). Minutes are association records under 64.90.495(1)(b), open to owner inspection on 10 days’ notice; pre-2018 associations also remain under RCW 64.38.045 until January 1, 2028. See the free minutes template and how long to keep minutes.

Generate 64.90.445-compliant minutes free. HOA Board Minutes, part of HOA Fiscal, records open-session motions and roll-call votes, keeps executive session out, and exports to PDF or Word. Create your free account →

Owner comment period: what the 15 minutes actually requires

Subsection (2)(e) imposes three separate duties:

1. A reasonable opportunity to comment on any matter affecting the community, at each board meeting.
2. At least 15 minutes at the beginning of each meeting, on agenda items, before the board votes.
3. A floor of 90 seconds per owner per unit, except that with more than 10 owners wishing to comment the time may be reduced and allocated equally. Twenty owners at 45 seconds each is compliant; secondary sources routinely omit this exception.

The 15 minutes is a reservation of time, not a dwell timer. “Provide at least 15 minutes … for unit owners to comment” allocates capacity; it does not require sitting in silence until a clock runs out. The floor is a limit on cutting owners off: the board may not close the period while owners still want to speak until 15 minutes have run. If the chair opens the period, invites comment, pauses, invites again, and nobody speaks, the opportunity has been provided and the board may proceed. No Washington court has construed the provision, so this is our reading, not settled law. The real risk is the other extreme: a three-second gavel that fails the separate “reasonable opportunity” sentence.

Minutes need only record the times. Subsection (4) requires the decision on each matter voted upon, not a summary of comments; summaries with names invite accuracy fights, privacy and defamation exposure, and a discoverable record. The defensible minimum: “Owner comment period opened 6:32 p.m.; no owners requested to comment; closed 6:33 p.m.”

What changed for pre-2018 associations on January 1, 2026

Related sections you’ll need next

• RCW 64.90.455, Voting. Proxies expire after 11 months; election ballots need a write-in space; secret ballots for elections, removals, and amendments; incumbents and candidates may not count them.
• RCW 64.90.495, Records. What to keep, the 10-day (maximum 21-day) inspection window, redactions, fees.
• RCW 64.90.715, Owner inquiries. New June 11, 2026 (2026 c 128): a written inquiry by certified mail is owed a substantive response within 30 days, with limited extensions; boards may limit owners to one inquiry per unit per 30 days; prevailing party recovers attorneys’ fees.

What to do

• Read your bylaws against 64.90.015(3)(v). Flag 24-hour notice, “violations” as an executive-session ground, and board proxies; keep the stricter purpose-statement and reconvene-to-vote language.
• Adopt an annual board meeting schedule and give it to owners; notice everything else 14 days out, with an agenda.
• Open every board and committee meeting. Owner comment first; announce, invite, pause, record the times.
• Executive session only inside a noticed meeting, only on one of the five grounds, purpose stated, vote in open session.
• Roll-call votes when anyone is remote; no director proxies. Record every decision, approve the minutes, distribute them.

Frequently asked questions

Does RCW 64.90.445 apply to my HOA?

Yes if your Washington community was created on or after July 1, 2018, or elected into WUCIOA; if created earlier, yes as of January 1, 2026 under RCW 64.90.365(1)(c), except small communities exempt under RCW 64.90.360(4) and nonresidential or mixed-use communities under RCW 64.90.100.

How much notice is required for a Washington HOA board meeting?

At least 14 days, with time, date, place, and agenda, unless the meeting is on a schedule already given to owners (RCW 64.90.445(2)(f)). For an unforeseeable event, 7 days by electronic communication. Owner meetings: 14 to 50 days (RCW 64.90.445(1)(c)).

Can a Washington HOA board vote in executive session?

No. “A final vote or action may not be taken during an executive session” (RCW 64.90.445(2)(a)). Discuss under one of the five grounds in (2)(b), then vote and record in open session.

Do we have to wait 15 minutes if no owner wants to speak?

The board must “provide at least 15 minutes” for owner comment before it votes (RCW 64.90.445(2)(e)). In our reading that is a reservation of time: if the chair opens the period, invites comment, and no owner wishes to speak, the board may proceed, noting the times in the minutes. It may not close early while owners still want to comment. No Washington court has ruled on it.

Can HOA board members vote by proxy in Washington?

No. “A board member may not vote by proxy or absentee ballot” (RCW 64.90.445(2)(k)). An absent director may join by phone or video under (2)(h) or (3).

Can we hold HOA board meetings on Zoom in Washington?

Yes, “notwithstanding the governing documents,” if the notice explains how to join, participants can hear and comment, board votes are by roll call, and anyone entitled to participate can join by telephone (RCW 64.90.445(3)).

How long do owners have to challenge a board action under RCW 64.90.445?

Ninety days after the minutes are approved or the record of the action is distributed to owners, whichever is later (RCW 64.90.445(2)(l)). Until a court sets it aside, the action stands.

Do Washington HOA minutes have to summarize owner comments?

No. RCW 64.90.445(4) requires only that minutes be kept and record the decision on each matter voted upon. Note when the comment period opened and closed and, if you like, how many owners spoke.

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Primary sources (app.leg.wa.gov, current text as of September 3, 2026): RCW 64.90.445; RCW 64.90.365; RCW 64.90.015; RCW 64.90.360; RCW 64.90.450; RCW 64.90.455; RCW 64.90.495; RCW 64.90.515; RCW 64.90.715; former RCW 64.38.035 (2025 RCW archive edition, effective until January 1, 2026); ESSB 5129, ch. 119, Laws of 2025; ESSB 5796, ch. 321, Laws of 2024; ESHB 1501, ch. 128, Laws of 2026.