Board Governance & Counsel
Community-association boards are run by volunteers who never signed up to be lawyers. We give Washington HOA and condominium boards the legal footing to govern well: meeting procedure, fiduciary duties, rule authority, and records compliance, with the same attorney on call between meetings, not only when something breaks.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
3
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Board governance attorneys for Bellevue and Seattle community associations
Oseran Hahn advises HOA and condominium boards on the day-to-day work of running an association the right way: how to hold a meeting that holds up, what the directors' duties actually require, where the board's authority to make rules begins and ends, and which records owners are entitled to see. Most Washington communities now fall under WUCIOA (RCW 64.90), and the 2026 changes extend much of it to older associations. We keep boards on the right side of all of it.
Good governance is mostly about being able to show, later, that the board decided things the right way. We counsel directors on the standard of care the law holds them to and the protection they get for honest judgment; we run the meeting rules on notice, quorum, executive session, and voting; we read the declaration, bylaws, and rules as a hierarchy and set the limits of the board's rulemaking power; we keep the association's records in order and answer owner inspection demands; and we manage director liability, conflicts, indemnification, and D&O coverage.
The board's duties and standard of care
WUCIOA gives the executive board broad power to run the association, levy assessments, adopt budgets, and enforce the governing documents (RCW 64.90.405), but it pairs that power with a real standard of conduct. Directors and officers owe the association the care and loyalty the law expects of a corporate director, and must act in good faith and in the association's best interests (RCW 64.90.410; for nonprofit corporations, RCW 24.03A.495). Washington does not call it the "business judgment rule" in the statute, but its courts and corporate law give honest, informed, disinterested board decisions meaningful deference, and volunteer directors are shielded from personal liability for ordinary discretionary calls (RCW 4.24.264). We counsel boards on where that protection holds and where it does not.
Meetings: notice, quorum, executive session, and voting
Most association business has to happen in a properly noticed, open meeting, and a decision made the wrong way can be challenged no matter how sound it was on the merits. WUCIOA sets when boards and owners must meet, what notice is required, when the board may go into executive session, and the comment period owners are owed (RCW 64.90.445). It also fixes the quorum needed to act (RCW 64.90.450) and governs how owners vote, including proxies, ballots, and the secret-ballot rules for elections (RCW 64.90.455). As of January 1, 2026, these meeting and election rules reach many pre-2018 communities that were previously outside them. We build meeting procedures and agendas that keep board action defensible.
Reading the governing documents and the limits of rulemaking
An association is governed by a layered set of documents, and they do not all carry equal weight. The recorded declaration controls, the bylaws sit beneath it, and board-adopted rules sit beneath both; where they conflict, the higher document wins (RCW 64.90.225). The board can adopt and enforce rules on use, conduct, and the common areas, but that authority has statutory limits, and a rule that exceeds them or contradicts the declaration is vulnerable (RCW 64.90.510, .505). We interpret ambiguous covenants in the context boards actually face, give written guidance the board can rely on when an enforcement decision is questioned, and draft rules that survive a challenge.
Records, transparency, and owner inspection
Owners have a statutory right to see most of the association's records, and a board that mishandles a records request can turn a small dispute into a lawsuit. WUCIOA defines which records the association must keep, which it must make available, what it may withhold, and the timeline for responding to an inspection demand (RCW 64.90.495). The 2026 changes also expand what has to be disclosed in resale certificates when an owner sells (RCW 64.90.640). We help boards set a records and retention practice that satisfies the statute without exposing privileged or sensitive material, and we respond to inspection demands that are really discovery in disguise.
Director liability, conflicts, and D&O coverage
Volunteer directors worry, reasonably, about being sued personally, and the answer is part statute, part insurance, part discipline. Washington shields nonprofit directors from individual liability for good-faith discretionary decisions (RCW 4.24.264), and the association can indemnify directors and must carry liability insurance, with directors-and-officers coverage available through the board's powers (RCW 64.90.470; RCW 64.90.405). The harder problems are conflicts of interest: a director voting on a contract with a company they own, or an enforcement action against a friend. We set conflict-disclosure and recusal practices, review the association's D&O policy for the gaps that matter, and keep the board's decisions inside the zone the law protects.
Two decades representing community associations across the Eastside, with attorneys who know that boards are volunteers, not law departments. We give directors the scaffolding to govern confidently and the trial group standing behind them when a decision is contested.
We answer the question between meetings.
Governance problems rarely wait for the next board meeting. The same attorney who knows your declaration and your history takes the call when an enforcement question comes up, so the board isn't briefing a stranger every time.
We write knowing it may be challenged.
A rule, a meeting decision, a records response: each can be contested by an owner with a grievance. We draft and advise with that in mind, so the board's actions hold up if someone pushes back.
We know the statute boards live under.
WUCIOA, the older HOA and Condominium Acts, and the 2026 changes that pull old communities into the new rules. We track which law governs your association and what changed, so the board isn't operating on last decade's playbook.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
How often does our board legally have to meet?
WUCIOA requires at least one association membership meeting a year, and the board meets as its business requires, often monthly or quarterly. What matters is procedure, proper notice, a quorum, and open meetings for most decisions (RCW 64.90.445), not the frequency itself. We help boards set a meeting calendar that keeps them compliant.
Can you train a brand-new board?
Yes. We run board orientations covering directors' duties, meeting procedure, your association's specific governing documents, and the recent WUCIOA changes. New volunteers usually don't know what the law expects of them, and a short session prevents most of the avoidable mistakes.
We're worried a director has a conflict of interest. What do we do?
Disclose it and have the conflicted director recuse from the vote. A director with a personal or financial stake in a decision shouldn't participate in it, and the minutes should reflect the recusal. We set conflict-disclosure procedures so this is handled before it becomes an allegation.
Does the new 2026 law apply to our older HOA?
Probably, at least in part. Effective January 1, 2026, ESSB 5129 extends several WUCIOA governance provisions, covering meetings, elections, reserves, and disclosures, to communities created before July 2018. By 2028, WUCIOA governs nearly all Washington associations. We tell boards exactly which rules now apply to them.
What happens if an owner sues the board?
Most owner disputes settle, but the board needs to act early. We assess the claim, coordinate with the association's D&O insurer, and defend the decision if it was made properly. Individual directors are usually shielded for good-faith decisions (RCW 4.24.264), and the firm's trial group handles the litigation.
When should a board bring in an attorney?
Before adopting a new rule, before a contested enforcement action, when a records demand arrives, and whenever a decision could be challenged. The cheapest legal help is the call made before the board acts, not the one made after an owner has already filed.
Board orientation, meeting procedure, governing-document interpretation, and the everyday governance questions Washington community-association boards face.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
This content is provided for general informational purposes only and does not constitute legal advice. Viewing this page does not create an attorney-client relationship.