Board Action Without a Meeting

Washington state law regarding board action without a meeting states:

RCW 24.03.465

Action by members or directors without a meeting.

“Any action required by this chapter to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in the form of a record, setting forth the action so taken, shall be executed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be.Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or record filed with the secretary of state under this chapter. “

WUCIOA

The Washington Uniform Common Interest Ownership Act (WUCIOA) is a new law that took effect on July 1, 2018.
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.

Click to download form for unanimous Written Consent