RCW 64.90.445 Explained: What Washington HOA Board Meeting Minutes Must Capture

Washington's RCW 64.90.445 is the section of the Washington Uniform Common Interest Ownership Act (WUCIOA) that governs how an association's board of directors holds meetings. It's short, but it carries weight. Every regular and special board meeting in a WUCIOA-governed community must comply with its requirements — and your meeting minutes are the only evidence that you did.

If you serve on a Washington HOA or condo board created on or after July 1, 2018, or your older community has opted into WUCIOA, this statute applies to you. This guide breaks down what RCW 64.90.445 actually requires, what your minutes must document to prove compliance, and the consequences when boards get it wrong.

Note: This is an educational overview. For legal advice specific to your community, consult a Washington HOA attorney.

What RCW 64.90.445 Actually Requires

RCW 64.90.445 establishes four core obligations for board meetings in WUCIOA-governed associations:

1. Meetings must be open to all unit owners
2. Owners must receive notice of regular and special meetings
3. Owners must have a reasonable opportunity to comment at the meeting
4. Executive sessions are permitted only for narrow, specified reasons, and no final action may be taken behind closed doors

Each of these obligations creates a documentation requirement. Your minutes are the official record that proves the board complied — or didn't.

The Open Meeting Rule

Under RCW 64.90.445, meetings of the board of directors must be open to unit owners. This isn't optional, and it isn't something boards can waive by majority vote.

"Open" means owners can attend, observe, and listen. They aren't entitled to speak during deliberations (that's a separate right under the comment-period rule), but they cannot be excluded from the room — physical or virtual — where the board is conducting business.

The practical implications:

• The board cannot conduct business by email, text thread, or private group chat without violating the open meeting rule
• An informal "pre-meeting" of board members where decisions are effectively made before the public meeting is a violation
• Hybrid or virtual meetings are permitted, but owners must have meaningful access to attend
• The location and access details (Zoom link, address, dial-in) must be included in the meeting notice

What your minutes must document: the date, time, and location (or virtual platform) of the meeting; that owner attendance was permitted; and the names of any owners who attended. You don't need to document who said what during the deliberation — but you do need to document that the meeting was, in fact, open. Washington HOA Meeting Minutes: Navigating Two State Statutes

Notice Requirements Under RCW 64.90.445

Owners can't attend a meeting they don't know about. RCW 64.90.445 requires that notice of every regular and special board meeting be given to unit owners, with adequate lead time and through reasonable means.

WUCIOA doesn't prescribe a single fixed notice period for board meetings — it leaves room for the association's bylaws to set the specifics. But the statutory floor is clear: notice must be reasonable, must include the date, time, and place (or virtual access details), and must reach owners through a method they can reliably check (email, postal mail, posting in a common area, or a community portal, depending on what your governing documents specify).

The Owner Comment Period — The Part Most Boards Miss

This is the requirement most Washington boards either forget or do badly. RCW 64.90.445 requires that the board provide unit owners a reasonable opportunity to comment at each meeting. This is not a courtesy. It's a statutory right.

What "reasonable opportunity" means in practice:

• The comment period must be on the agenda at every regular board meeting, not just annual meetings
• Owners must be given enough time to actually be heard — a 30-second cap for an entire community is not reasonable
• The board doesn't have to answer every comment, but it must allow them to be raised
• The comment period can be at the start, end, or both — but it must happen

Boards sometimes treat this as a formality and rush through it. That's a compliance risk. If a homeowner later challenges a board decision, one of the first questions a court or arbitrator will ask is whether owners were given the statutory opportunity to comment before the decision was made. Your minutes are the evidence.

What your minutes must document: that an owner comment period was offered, the time it began and ended, and a high-level summary of topics raised. You don't need verbatim transcription. But the record needs to show that the opportunity was real, not theatrical.

Executive Session: When the Board Can Close the Door

RCW 64.90.445 permits boards to meet in executive (closed) session, but only for specific, narrow purposes. The statute lists permitted reasons explicitly because closed-door governance is the exception, not the rule.

The hard rule that boards routinely violate: no final action may be taken in executive session. You can discuss any of the above categories behind closed doors. You cannot vote behind closed doors. Any motion, decision, or formal action must be made in the open meeting, on the record, with the vote recorded in your minutes.

This is the most common compliance failure in WUCIOA associations. A board goes into executive session to discuss a contractor dispute, decides on a course of action, and then the meeting adjourns without ever bringing the decision back to open session. The decision is procedurally invalid — and any contract, payment, or assessment based on it can be challenged.

What your minutes must document: that an executive session occurred, the general topic category (e.g., "consultation with legal counsel" or "personnel matter"), the time it began and ended, and a clear statement that no final action was taken during the closed session. Then, if a motion was passed in open session afterward, document that motion separately. The Legal Weight of HOA Meeting Minutes

What Happens When Boards Violate RCW 64.90.445

WUCIOA doesn't impose statutory fines for open meeting violations the way some states do. But the consequences are still real, and they hit harder than a fine in many cases:

• Board actions can be invalidated. A vote taken in violation of the open meeting or executive session rules can be challenged and overturned. That includes contracts, special assessments, fines against owners, and rule changes.
• Personal liability exposure. Directors who knowingly violate WUCIOA may lose the protection of the business judgment rule, exposing them personally to claims by aggrieved owners.
• Owner lawsuits with attorney's fees. Under RCW 64.90, a prevailing owner in an action to enforce the statute may be entitled to attorney's fees. That changes the calculus for any owner who feels excluded from board governance.
• Reputational and political damage. Open-meeting violations destroy trust between the board and the community. Boards that lose trust lose elections.

Most of these consequences come down to one question: can the board prove it complied? And the answer to that question lives in the minutes. What Happens When Your HOA Doesn't Keep Proper Meeting Minutes

WUCIOA vs. RCW 64.38: Does RCW 64.90.445 Apply to Your Community?

Washington has two HOA statutes, and they govern different communities:

• RCW 64.90 (WUCIOA) — Applies to common interest communities created on or after July 1, 2018, and older communities that have voted to opt in. RCW 64.90.445 is part of this statute.
• RCW 64.38 — Applies to homeowners' associations created before July 1, 2018, that haven't opted into WUCIOA. The equivalent open meeting provision is RCW 64.38.035.

If you don't know which statute applies to your community, check your declaration or ask your association's attorney. The safest practical approach for older communities: comply with WUCIOA's standards even if RCW 64.38 technically applies. The newer statute's requirements are more detailed but consistent with the older one — meeting WUCIOA standards means you're compliant under either framework. HOA Meeting Minutes Requirements by State

RCW 64.90.445 Compliance Checklist for Your Minutes

If you're documenting a board meeting under WUCIOA, your minutes should include each of the following — every time:

Each item on this list is either a direct requirement of RCW 64.90.445 or evidence that the requirement was met. Skip any of them, and you're either non-compliant or you've lost the documentation that proves you weren't.

The Practical Reality for Washington Board Members

Most Washington HOA board members aren't lawyers. They're volunteers — homeowners who agreed to serve their community and now find themselves expected to document board governance to a statutory standard. RCW 64.90.445 isn't long, but it's exacting. And it's only one of many provisions in WUCIOA your board has to comply with.

The volunteer secretary trying to take notes during a heated discussion about a special assessment isn't going to remember to document the executive session start time, confirm notice compliance, summarize the owner comment period, and capture the exact wording of every motion — all while participating in the meeting. That's not a knock on the secretary. That's the reality of how board meetings work.

This is why so many WUCIOA-governed boards in Washington end up with meeting minutes that don't actually prove compliance with RCW 64.90.445. Not because boards are negligent — because they're trying to do an impossible job with no support. The Secretary Trap: Why Volunteer Boards Burn Out on Minutes

At FirstMotion, we attend Washington HOA board meetings as a neutral, professional participant and produce parliamentary-format minutes that document everything RCW 64.90.445 requires. Notice confirmation, owner attendance, comment period documentation, executive session notations, motion wording, vote recording — it's all built into our format. $59 per meeting, 24-48 hour turnaround, and your board has minutes that hold up under scrutiny.

Have questions about whether your Washington board's minutes meet RCW 64.90.445 standards? I'd be happy to help.