In addition to SB 5011, the majority of SB 5034 becomes effective January 1, 2022. SB 5034 essentially rewrites the WA Nonprofit Corporation Act (RCW 24.03). Existing sections such as 24.03.009, 24.03.080 and 24.03.120 will be replaced by Section 1103 - Notice, Section 2305 - Notice of Membership Meetings and Section 2502 - Notice of Board Meetings. The updates from SB 5034 are generally aligned with existing language in RCW 24.03.
Regardless of which statute governs your community, your Bylaws should establish notice requirements for meetings of members (owners) and for meetings of your board (portions of SB 5011 supersede your Bylaws and vice versa). WUCIOA (RCW 64.90), Washington's latest common interest community statute, lays out the most thorough and transparent requirements for notice (see below).
RCW 64.90.505 - Notice for Changes to Rules
(1) Unless the declaration provides otherwise, the board must, before adopting, amending, or repealing any rule, give all unit owners notice of:
(a) Its intention to adopt, amend, or repeal a rule and provide the text of the rule or the proposed change; and
(b) A date on which the board will act on the proposed rule or amendment after considering comments from unit owners.
(2) Following adoption, amendment, or repeal of a rule, the association must give notice to the unit owners of its action and provide a copy of any new or revised rule.
(3) If the declaration so provides, an association may adopt rules to establish and enforce construction and design criteria and aesthetic standards and, if so, must adopt procedures for enforcement of those standards and for approval of construction applications, including a reasonable time within which the association must act after an application is submitted and the consequences of its failure to act.
(4) An association's internal business operating procedures need not be adopted as rules.
(5) Every rule must be reasonable.
RCW 64.90.515 - Notice
(1) Notice to the association, board, or any owner or occupant of a unit under this chapter must be provided in the form of a record.
(2) Notice provided in a tangible medium may be transmitted by mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice.
(a) Notice in a tangible medium to an association may be addressed to the association's registered agent at its registered office, to the association at its principal office shown in its most recent annual report or provided by notice to the unit owners, or to the president or secretary of the association at the address shown in the association's most recent annual report or provided by notice to the unit owners.
(b) Notice in a tangible medium to a unit owner or occupant must be addressed to the unit address unless the unit owner or occupant has requested, in a record delivered to the association, that notices be sent to an alternate address or by other method allowed by this section and the governing documents.
(3) Notice may be provided in an electronic transmission as follows:
(a) Notice to unit owners or board members by electronic transmission is effective only upon unit owners and board members who have consented, in the form of a record, to receive electronically transmitted notices under this chapter and have designated in the consent the address, location, or system to which such notices may be electronically transmitted, provided that such notice otherwise complies with any other requirements of this chapter and applicable law.
(b) Notice to unit owners or board members under this subsection includes material that this chapter or the governing documents requires or permits to accompany the notice.
(c) A unit owner or board member who has consented to receipt of electronically transmitted notices may revoke this consent by delivering a revocation to the association in the form of a record.
(d) The consent of any unit owner or board member is revoked if: The association is unable to electronically transmit two consecutive notices given by the association in accordance with the consent, and this inability becomes known to the secretary of the association or any other person responsible for giving the notice. The inadvertent failure by the association to treat this inability as a revocation does not invalidate any meeting or other action.
(e) Notice to unit owners or board members who have consented to receipt of electronically transmitted notices may be provided by posting the notice on an electronic network and delivering to the unit owner or board member a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
(f) Notice to an association in an electronic transmission is effective only with respect to an association that has designated in a record an address, location, or system to which the notices may be electronically transmitted.
(4) Notice may be given by any other method reasonably calculated to provide notice to the recipient.
(5) Notice is effective as follows:
(a) Notice provided in a tangible medium is effective as of the date of hand delivery, deposit with the carrier, or when sent by fax.
(b) Notice provided in an electronic transmission is effective as of the date it:
(i) Is electronically transmitted to an address, location, or system designated by the recipient for that purpose; or
(ii) Has been posted on an electronic network and a separate record of the posting has been sent to the recipient containing instructions regarding how to obtain access to the posting on the electronic network.
(6) The ineffectiveness of a good faith effort to deliver notice by an authorized means does not invalidate action taken at or without a meeting.
(7) If this chapter prescribes different or additional notice requirements for particular circumstances, those requirements govern.
RCW 64.90.445 - Meetings
(f) Unless the meeting is included in a schedule given to the unit owners or the meeting is called to deal with an emergency, 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 fourteen days before the meeting and must state the time, date, place, and agenda of the meeting.
(g) If any materials are distributed to the board before the meeting, the board must make copies of those materials reasonably available to the unit owners, except that the board need not make available copies of unapproved minutes or materials that are to be considered in executive session.
SB 5034: Section 1103 - Notice
(1) Notice under this chapter must be in the form of a record unless this chapter or the articles or bylaws allow oral notice.
(2) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television, or other form of public broadcast communication.
(3) Notice, other than notice described in subsection (4) of this section, is effective at the earliest of the following:
(a) When received;
(b) When left at the recipient's residence or usual place of business;
(c) Five days after its deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed; or
(d) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, or by commercial delivery service.
(4) Notice in the form of a record by a membership corporation to a member is effective:
(a) Five days after its deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of members;
(b) When given, if the notice is delivered by electronic transmission to the member's address shown in the corporation's current record of members; or
(c) When given, if the notice is delivered in any other manner that the member has authorized.
(5) Notice to a domestic or registered foreign nonprofit corporation may be delivered to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its registration statement.
(6) Where oral notice is permitted, it is effective when communicated, if communicated in a comprehensible manner.
(7) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If the articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern.
(8) With respect to electronic transmissions:
(a) Unless otherwise provided in the articles or bylaws, or otherwise agreed between the sender and the recipient, an electronic transmission is received when:
(i) It enters an electronic system that the recipient has designated or currently uses for the purpose of receiving electronic transmissions of the type sent; and
(ii) It is in a form capable of being processed by that system.
(b) An electronic transmission is received under (a)(i) of this 6 subsection even if no individual is aware of its receipt.
(c) Receipt of an electronic acknowledgment from an electronic 8 system described in (a)(i) of this subsection establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received, and is not necessary for the record to be received.
(9) A member may revoke in the form of a record a corporation's express or implied authorization to deliver notices or communications by electronic transmission to the member. Such authorization is deemed revoked with respect to a member if:
(a) The corporation cannot deliver two consecutive notices or other communications to the member's address shown in the corporation's current record of members; and
(b) The inability becomes known to the secretary or other person responsible for giving the notice or other communication; but the failure to treat the inability as a revocation does not invalidate any meeting or other action.