holding that the association could interpret its own bylaws to remedy a situation where a quorum of members did not vote to elect a board
How later courts described this case
- holding that the association could interpret its own bylaws to remedy a situation where a quorum of members did not vote to elect a board
Written by the judges who cited it.
The opinion
Filed
Washington State
Court of Appeals
Division Two
December 28, 2016
IN THE COURT OF APPEALS OF THE STATE OF WASHINGTON
DIVISION II
PARKER ESTATES HOMEOWNERS No. 47402-6-II
ASSOCIATION, a Washington non-profit
corporation,
Appellant,
v. UNPUBLISHED OPINION
WILLIAM PATTISON/LESLEY PATTISON,
Respondents,
WILLIAM PATTISON/LESLEY PATTISON,
Respondents,
v.
BLUESTONE & HOCKLEY REALTY, INC.,
an Oregon Corporation, doing business as
BLUESTONE & HOCKLEY REAL ESTATE
SERVICES,
Appellant.
BJORGEN, C.J. — William and Lesley Pattison (Pattisons) own property in the Parker
Estates subdivision in Camas. They challenged the authority of the Parker Estates Homeowners
Association (PEHA) and Bluestone & Hockley Realty, Inc. (Bluestone) to impose membership
fees and a resulting lien for nonpayment by the Pattisons. In litigation to enforce the
membership fees and lien, the trial court granted the Pattisons’ summary judgment motion and
No. 47402-6-II
denied PEHA and Bluestone’s joint summary judgment motion. PEHA and Bluestone appeal
both of the trial court’s orders.
PEHA and Bluestone argue that the statute of limitations provision of RCW 4.16.040(1)1
precludes the Pattisons' challenge to the validity of Bylaw 6.1, an amendment that established a
seven-member board of directors. Further, they contend that PEHA’s board of directors was
properly constituted at the time it assessed fees and imposed a lien against the Pattisons because
Bylaw 3.4 permits current directors to fill board vacancies in the absence of obtaining the
requisite quorum to elect board members.2
We hold that although the Pattisons’ challenge to Bylaw 6.1 is not precluded by the
statute of limitations, Bylaw 6.1 was properly enacted pursuant to statutory default rules under
the Washington Nonprofit Corporation Act, chapter 24.03 RCW. We hold also that PEHA’s
board of directors was properly constituted and its actions authorized because Bylaw 3.4,
interpreted with RCW 64.38.025(2) and RCW 24.03.105, permits the current board to appoint
directors to fill vacant board positions in the manner carried out by PEHA.
Accordingly, we reverse, award reasonable attorney fees to PEHA and Bluestone, and
remand for the trial court to determine the amount of the award of reasonable attorney fees.
1
In their briefing, PEHA and Bluestone cite RCW 4.16.130, the catch-all two-year statute of
limitations. Their argument, however, focuses on RCW 4.16.040, the six-year statute of
limitations for written contracts. Our analysis below of the issue is the same, whichever
limitations provision is asserted.
2
Bluestone also argues that the trial court erred by entering judgment against it. However,
because we reverse in favor of Bluestone on other grounds, we do not address this contention.
2
No. 47402-6-II
FACTS
In 1994 the Parker Estates, a set of 1953 subdivided lots, was recorded and platted.
Bylaws were also recorded establishing PEHA, a nonprofit homeowners’ association, to
administer and manage Parker Estates.4 The Bylaws set forth PEHA’s organizational structure,
powers, and duties. In accordance with its purpose, Bylaw 4.1 allows PEHA
[t]o collect assessments from its members for the construction, maintenance and
repair of common areas, open space areas and the wall that runs along Parker Road,
and if any or if necessary, for roadways, easements, utilities and improvements.
Clerk’s Papers (CP) at 102. In addition, under Bylaws 4.2, 4.3, 4.4 and 4.6, PEHA has the power
to contract, to pay costs, to sue, and to maintain accounts. Bylaw 3.4 provides that the officers of
PEHA “shall consist of a President, a Vice President, a Secretary, and a Treasurer.” CP at 99.
Collectively, the officers’ duties include running PEHA’s meetings, keeping records, and
safekeeping funds. Bylaw 3.4 also states how officers shall hold office:
All officers shall hold office for a terms [sic] of one (1) year from the date of
electio[n], or until the respective successor of each officer is elected.
CP at 99-100. Bylaw 3.5 provides the election process for these officers:
Election to officer [sic] shall be by majority vote. A meeting of the membership
shall not be valid unless a majority of the total membership shall be present or
represented at such meeting by proxy. Each member shall be entitled to one (1)
vote.
CP at 100. Because there are 195 lots within Parker Estates, a quorum to hold a valid election of
officers requires 98 members to be present or represented by proxy. Bylaw 3.1 and 3.2 define a
PEHA member as an owner of one of the lots located in Parker Estates.
3
The parties do not dispute this number in their briefs.
4
The record does not provide PEHA’s original articles of incorporation.
3
No. 47402-6-II
In July 1998, PEHA’s officers sought to amend its Bylaws and proposed Bylaw 6.1,
which specifically established a board of directors and fixed the number on the board at seven
directors. The face of the recorded amendment states that Bylaw 6.1 was adopted “pursuant to
action duly authorized by a majority of its Officers” and was “authorized by . . . [PEHA], by a . .
. vote of 71 for and 2 against.” CP at 108. PEHA created no separate provision for electing its
board members, and instead relied on the officer election provisions, Bylaws 3.4 and 3.5, to elect
its board members.
From the adoption of Bylaw 6.1 to early 2005, no records are available regarding the
elections or actions of the PEHA board.
On November 17, 2005, a majority of the existing PEHA board members voted to retain
Bluestone as property manager for PEHA. As property manager, Bluestone was empowered to
collect yearly maintenance assessments.
On May 9, 2006 a quorum of the PEHA membership was represented at the annual
election meeting and elected six board members to act on behalf of PEHA.5 On May 23, 2006,
that board voted in favor of a Financial Penalties Resolution, which set forth PEHA’s procedure
in order “to assess financial and other penalties against individual [PEHA] members in order to
5
The Pattisons state that “there is no credible evidence that a quorum was obtained in 2006.” Br.
of Respondent at 11. Thus, this argument for affirming the trial court's order granting summary
judgment in their favor rests on the assertion that that there is no genuine issue of material fact
about the 2006 membership meeting: the undisputed evidence shows that a quorum was not
obtained. Aside from the statement that “meeting minutes since 2006, clearly reflect that no
quorums were ever in place for any membership meetings,” Brief of Respondent at 9, the
Pattisons’ briefing does not include any argument or citations to the record supporting the
proposition that the undisputed evidence shows that no quorum was present in 2006. Therefore,
we decline to reach their assertion that no quorum was present at the 2006 membership meeting.
See Cowiche Canyon Conservancy v. Bosley, 118 Wn.2d 801, 809, 828 P.2d 549 (1992); accord
Blue Diamond Grp., Inc. v. KB Seattle 1, Inc., 163 Wn. App. 449, 459, 266 P.3d 881 (2011);
Smith v. Behr Process Corp., 113 Wn. App. 306, 338, 54 P.3d 665 (2002).
4
No. 47402-6-II
remedy non-monetary and monetary violations.” Id at 178. On May 6, 2009, PEHA’s board of
directors passed a resolution for the Collection of Unpaid Charges, which created a series of late
fees if any assessments or dues were not paid.
Since 2007, at least, it is undisputed that PEHA has failed to achieve a quorum at its
annual meetings in order to elect board members. During this time period, the current board
would nominate and elect individuals to fill the vacancies. Unable to achieve a quorum of the
PEHA membership each year to hold an election, board members would continue to cycle in and
out, filling the vacant director positions on the board.
On August 24, 2009, the Pattisons purchased a home in Parker Estates and became a
member of PEHA. The previous owners of the Pattisons’ home had prepaid PEHA’s dues
through May 31, 2010. In December 2010, the Pattisons received a demand notice from
Bluestone for a payment of $207.80, which was $180 in yearly dues plus five late fee charges.
The Pattisons failed to pay the fees.
Bluestone continued to send more demand notices and increased the amount of fees on
the Pattisons pursuant to the 2006 Financial Penalties Resolution and 2009 Collection of Unpaid
Charges Resolution. In late 2012, Bluestone referred the Pattisons’ $962.61 debt to collections.
In May 2013, a lien was placed against the Pattisons’ property in the amount of $1,450.76.
PEHA filed a lawsuit against the Pattisons for collection of its money and lien. The
Pattisons answered the complaint and asserted counterclaims against both PEHA and Bluestone
as a third party defendant for usury, a frivolous lien, violation of the Consumer Protection Act
(CPA), chapter 19.86 RCW, and a declaratory ruling. The root of the Pattisons’ affirmative
defense and counterclaims was that PEHA and Bluestone had failed to follow Washington law
and PEHA’s own Bylaws in creating a properly constituted board of directors. Therefore, the
5
No. 47402-6-II
Pattisons contended that PEHA and Bluestone had no authority to charge them with assessments
and late fees or to file a lien against them.
Both PEHA and Bluestone filed answers to the Pattisons’ third party complaint. All
parties moved for summary judgment on their respective claims. The trial court orally ruled and
issued a written order granting the Pattisons’ summary judgment motion and denying the joint
summary judgment motion by PEHA and Bluestone. Specifically, the trial court ruled that
PEHA had failed to follow its own Bylaws when electing a board of directors, that PEHA had
not obtained a quorum required to elect officers since at least 2006, that PEHA board members
are not and were not properly elected, and, therefore, that the board had no authority to act for
PEHA as applicable to the Pattisons.6 Accordingly, the trial court determined all fees, penalties,
and liens were null and void as to the Pattisons. The trial court did not directly rule on the
validity of Bylaw 6.1.
PEHA and Bluestone appeal.
ANALYSIS
I. STANDARD OF REVIEW
We review a trial court’s order granting summary judgment de novo. McCarthy v. Clark
County, 193 Wn. App. 314, 327, 376 P.3d 1127, review denied, 186 Wn.2d 1018 (2016). We
construe the evidence in the light most favorable to the nonmoving party and draw all reasonable
inferences in that party’s favor. Id. at 328. Summary judgment is appropriate where there is no
genuine issue of material fact and the moving party is entitled to judgment as a matter of law. Id.
(citing CR 56(c)). A genuine issue of material fact exists where reasonable minds could differ
6
Although findings are superfluous in summary judgment orders, Concerned Coupeville Citizens
v. Town of Coupeville, 62 Wn. App. 408, 413, 814 P.2d 243 (1991), these findings express the
reasoning for the trial court’s order.
6
No. 47402-6-II
on the facts controlling the outcome of the litigation. Id. If reasonable minds can reach only one
conclusion on an issue of fact, that issue may be determined on summary judgment. Id.
II. VALIDITY OF BYLAW 6.1
PEHA and Bluestone argue that the statute of limitations provision in RCW 4.16.040
prevents the Pattisons’ challenge to the validity of Bylaw 6.1’s adoption process. Further, even
if the statute of limitations does not apply, they contend that Bylaw 6.1 was properly enacted.
For the reasons below, we hold that the Pattisons’ challenge is not precluded by the statute of
limitations, but that Bylaw 6.1 was properly enacted pursuant to statutory default rules and thus
is currently valid.
1. Statute of Limitations
PEHA and Bluestone contend that the Pattisons cannot challenge Bylaw 6.1 because the
six-year statute of limitations under RCW 4.16.040 for contracts applies. We disagree.
We review de novo whether a claim is time barred. Club Envy of Spokane, LLC v.
Ridpath Tower Condo. Ass’n, 184 Wn. App. 593, 599, 337 P.3d 1131 (2014). The statute of
limitations is designed to protect individuals and courts from stale claims. Id. Generally, the
statute of limitations does not run against a defense arising out of a transaction sued upon by a
plaintiff. Ennis v. Ring, 56 Wn.2d 465, 471, 353 P.2d 950 (1959).
Here, PEHA, acting as the original plaintiff, asserted a claim to collect its fees against the
Pattisons. The Pattisons, in the role of the defendants, asserted that Bylaw 6.1 was invalid to
support their theory that the PEHA board was improperly constituted. Therefore, PEHA cannot
claim the statute of limitations as a sword, when the Pattisons, as defendants, challenge the
validity of Bylaw 6.1 from its inception.
7
No. 47402-6-II
Further, Club Envy, 184 Wn. App. 593 supports the Pattisons’ ability to challenge the
validity of Bylaw 6.1. In Club Envy, 184 Wn. App. at 599-600, RCW 64.34.264(2) of the
Washington Condominium Act was at issue, which provided for a statute of limitations of one
year to challenge the validity of an amendment to a condominium instrument created pursuant to
that Act. The Club Envy court held that “if the [challenged] amendment was void from its
inception because it was not ‘adopted by the association pursuant to this section,’ then RCW
64.34.264(2)’s time limitation does not apply.” Id. at 601 (quoting RCW 64.34.264(2))
(alternation in original). In coming to this holding, Club Envy cited with approval Keller v.
Sixty-01 Associates of Apartment Owners, 127 Wn. App. 614, 621, 112 P.3d 544 (2005), for the
proposition that the statute of limitations defense could preclude challenges to an amendment’s
specific provisions and actions taken pursuant to it, but not when the party challenges the validity
of the amendment’s adoption ab initio. See Club Envy, 184 Wn. App. at 600-01.
Similar to Club Envy, the Pattisons do not challenge the specific provisions of Bylaw 6.1.
Rather, they argue that the amendment was void from its inception because of PEHA’s failure to
follow proper procedures in amending its Bylaws. Thus, even assuming arguendo that the six
year contract statute of limitations under RCW 4.16.040 applies to Bylaws, the Pattisons are
permitted to challenge the validity of Bylaw 6.1’s adoption process under Club Envy.
Accordingly, PEHA and Bluestone’s statute of limitations claim fails.
2. Default Powers to Amend Bylaws
Finding the statute of limitations defense inapplicable, we next examine the Pattisons’
contention that Bylaw 6.1 is invalid because PEHA failed to obtain a quorum of the membership
to amend its bylaws. PEHA’s governing documents—the covenants, conditions, and restrictions
(CCRs) and Bylaws—do not discuss the process for amending its Bylaws. Without guidance
8
No. 47402-6-II
from its governing documents, we are guided by statutory default rules under the Washington
Nonprofit Corporation Act, chapter 24.03 RCW. See Lyzanchuk v. Yakima Ranches Owners
Ass’n, Phase II, Inc., 73 Wn. App. 1, 6, 866 P.2d 695 (1994).
RCW 24.03.070 provides that “[t]he power to alter, amend or repeal the bylaws or adopt
new bylaws shall be vested in the board of directors unless otherwise provided in the articles of
incorporation or the bylaws.” Notably, at the time of Bylaw 6.1’s adoption, PEHA’s Bylaws did
not specifically provide for a board of directors, but for four officers: a president, a vice
president, a secretary, and a treasurer. RCW 24.03.005(3) defines a board of directors as “the
group of persons vested with the management of the affairs of the corporation irrespective of the
name by which such group is designated in the articles or bylaws.” PEHA’s officers were vested
with the management of the organization’s affairs, including running meetings, keeping records,
and safekeeping funds. Even though the group of officers were not called a board of directors,
default rules designated them as such because their duties were to carry out the management of
PEHA. RCW 24.03.005(3). Thus, PEHA’s board of directors, i.e. the four officers, had the
power to amend the Bylaws. RCW 24.03.070; RCW 24.03.005(3).
In order to amend the Bylaws, RCW 24.03.110 provides that the “majority of the number
of directors fixed by . . . the bylaws . . . shall constitute a quorum for the transaction of business,”
and “[t]he act of the majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors.” At the time of Bylaw 6.1’s enactment, the fixed
number of directors was four, which would require three directors to constitute a quorum and
two of the three to vote in favor of adopting Bylaw 6.1. On its face, Bylaw 6.1 states that a
“majority of its officers” authorized it. Without any challenge or evidence to the contrary, a
“majority” is read for what it is: that at least three board members attended and two voted for
9
No. 47402-6-II
enacting Bylaw 6.1, thus satisfying the requirements of RCW 24.03.110 for amending the
Bylaws. Accordingly, in applying statutory default rules, we hold that Bylaw 6.1 was properly
enacted and thus is currently valid.
III. INTERPRETATION OF BYLAW 3.4
PEHA, through Bluestone, imposed fees, assessments and interest and placed a lien
against the Pattisons’ property. The Pattisons do not dispute that PEHA’s governing documents
empowered PEHA to conduct these actions. Rather, they argue that PEHA’s board was not
properly constituted in order to execute its powers. Indeed, in order for the PEHA board to act
on behalf of the association, the board was required to be properly formed in a manner compliant
with its governing laws. See Hartstene Pointe Maint. Ass’n v. Diehl, 95 Wn. App. 339, 345, 979
P.2d 854 (1999). PEHA and Bluestone argue that the board was properly constituted under
Bylaw 3.4 because that provision, together with RCW 64.38.025(2) and RCW 24.03.105, permit
the current board to appoint directors to fill vacant board positions until a director can be elected.
We agree that this is a proper interpretation and application of PEHA’s governing laws.
We afford great deference to an organization’s interpretation of its Bylaws and will only
invalidate an interpretation if it is arbitrary and unreasonable. Davis v. Pleasant Forest Camping
Club, noted at 171 Wn. App. 1027 (2012) at *3 (unpublished) (citing Couie v. Local Union No.
1849 United Bhd. of Carpenters & Joiners of Am., 51 Wn.2d 108, 115, 316 P.2d 473 (1957)). If
an organization’s rules are conflicting and confusing, we are more likely to find its interpretation
neither arbitrary nor unreasonable. Anderson v. Enter. Lodge No. 2, 80 Wn. App. 41, 47, 906
P.2d 962 (1995).
Bylaw 3.4 reads: “All officers shall hold office for a terms [sic] of one (1) year from the
date of electio[n], or until the respective successor of each officer is elected.” CP at 71. Bylaw
10
No. 47402-6-II
3.5 requires a majority of the membership to be present in order for the election to be valid. In
applying these provisions, PEHA has held an election each year attempting to obtain a quorum of
its members in order to elect directors. It is undisputed that at least from 2007 on PEHA has
failed to obtain a quorum of its membership in order to elect directors. In the face of failing to
obtain a quorum, the currently constituted board nominated and appointed members in order to
maintain a functional board. We believe that PEHA’s process was a proper interpretation and
application of Bylaw 3.4 and not arbitrary or unreasonable.
This interpretation of Bylaw 3.4 falls in line with the pertinent governing statutes, which
allow a board of directors to appoint directors to fill board vacancies and serve out the unexpired
portion of the “term” of his or her predecessor. RCW 64.38.025(2), part of the homeowners’
association act, reads:
The board of directors shall not act on behalf of the association . . . to elect members
of the board of directors . . . but the board of directors may fill vacancies in its
membership of the unexpired portion of any term.
(Emphasis added.) Similar to RCW 64.38.025(2), RCW 24.03.105 of the Washington Nonprofit
Corporation Act reads:
Any vacancy occurring in the board of directors . . . may be filled by the affirmative
vote of a majority of the remaining board of directors even though less than a
quorum is present. . . . A director elected or appointed, as the case may be, to fill
a vacancy shall be elected or appointed for the unexpired term of his or her
predecessor in office.
(Emphasis added.)
The Pattisons argue that the statutory appointment power is limited to the “term”
defined in Bylaw 3.4, which would be only for one year. As noted, Bylaw 3.4 states that
officers shall hold office “for a terms [sic] of one (1) year from the date of electio[n], or
until the respective successor of each officer is elected.” CP at 71. The effect of this
provision is that an officer’s term of office is for one year or, if no election occurs,
11
No. 47402-6-II
extends until the election of his or her successor. Thus, when no board member is
elected, as occurs when no quorum can be garnered, directors can continue to serve until
an election occurs.7 If a director resigns before a successor is elected, even after the
initial one-year period, the board can appoint someone to fill the unexpired portion of that
term; that is, until a successor is validly elected. Stated simply, until a valid election for a
director position, the term of the director does not expire, so the board can continue to
appoint willing individuals to fill vacancies in such positions.
The Pattisons argue that King County Department of Community & Human Services v.
Northwest Defenders Association, 118 Wn. App. 117, 75 P.3d 583 (2003) disallows PEHA’s
process for appointing directors to vacant positions and allowing them to cycle in and out after
resignation. In King County, the board of directors for Northwest Defenders Association, a
nonprofit organization, resigned. Id. at 120, 123-24. That nonprofit for years made decisions
and executed contracts without a board, including a contract with King County, contrary to its
bylaws. Id. After King County had Northwest Defenders audited, its officers had the resigned
board of directors’ consent to the selection of a new board of directors. Id. at 124.
At issue on appeal was whether the default language in RCW 24.03.1008 permitted
resigned board members to act on behalf of Northwest Defenders until new board members were
properly elected. Id. at 124-25. The King County court held that the resigned board members
7
RCW 24.03.005(3) defines a board of directors as “the group of persons vested with the
management of the affairs of the corporation irrespective of the name by which such group is
designated in the articles or bylaws.” Because the officers carried out this duty before a board of
directors was explicitly created through Bylaw 6.1, we interpret references to “officers” in the
Bylaws to also refer to the designation of board members.
8
RCW 24.03.100, in part, reads that each director for a nonprofit corporation “shall hold office
for the term for which the director is elected or appointed and until the director's successor shall
have been selected and qualified.”
12
No. 47402-6-II
could not act on behalf of Northwest because it would endorse a “notion that corporate directors
can be held in office against their will until they elect their replacements.” Id. at 125-26. In
coming to this holding, the court also stated in reference to RCW 24.03.100:
The general rule is that statutes, charters or bylaws providing that an officer or
director will serve until a successor is chosen do not preclude resignation, nor do
they operate to continue that officer or director in office until a successor has been
chosen. Koven v. Saberdyne Systems, Inc., 128 Ariz. 318, 322, 625 P.2d 907, 911
(1980). The rationale for this rule is sound: “When a director resigns, the inaction
or refusal of a board of directors should not impose upon him or her a future liability
or responsibility which that resigning officer does not desire to undertake.”
Id. (emphasis added) (citation omitted).
This excerpt from King County could be read to suggest that a board member cannot
continue to serve in perpetuity until a new director is elected. King County, however, dealt with
forcing resigned board members to continue acting on behalf of the organization. Here, in
contrast, PEHA board members have resigned, but did not continue to act on behalf of PEHA.
Rather, the remaining board members appointed willing directors to fill the now vacant
positions. Unlike King County, there is no reliance on actions of the resigned directors to fill a
vacancy or to execute PEHA’s powers.
Further, to the extent this language would prevent PEHA’s approach to filling vacancies,
we find King County’s reasoning to be inapposite in a situation where the board members
volunteer to be appointed and continue to want to serve. As Community Associations Institute,
amicus curiae, point out, there are approximately 10,150 homeowners associations located in
Washington. These homeowners associations must be given room to interpret and apply their
own governing documents as long the result is neither arbitrary nor unreasonable.
PEHA has attempted to duly elect board members every year. In the absence of a
quorum of its membership, it is permitted to remedy that situation by interpreting and acting
13
No. 47402-6-II
pursuant to Bylaw 3.4, RCW 64.38.025(2), RCW 24.03.105—all of which allow an appointed
board member to serve out the unexpired portion of a “term”; that is, until a quorum can be
reached and a proper annual election can be held. Accordingly, we hold that the trial court erred
to the extent it determined that the PEHA board was improperly constituted and that it had no
power to assess or collect fees or to impose liens against the Pattisons.
IV. ATTORNEY FEES
PEHA and Bluestone ask for trial and appellate attorney fees and costs pursuant to Bylaw
5.3(2) and 7.3, which read:
Each and every assessment made pursuant to the terms of this agreement shall be a
lien in favor of the association and against the property of the owner. . . . The court
shall award reasonable attorneys’ fees to the prevailing party in any action brought
to enforce or collect such assessment.
CP at 104 (Bylaw 5.3(2)).
In the event suit of [sic] action is instituted to enforce any of the terms of this
agreement, the prevailing party shall be entitled to recover from the other party
such sum as the court may adjudge reasonable as attorneys’ fees at trial or on
appeal of such suit or action, in addition to all other sums provided by law.
CP at 106 (Bylaw 7.3).
We award attorney fees only if authorized by a contract, statute, or recognized ground in
equity. Hawkins v. Diel, 166 Wn. App. 1, 9, 269 P.3d 1049 (2011). The relationship between
PEHA and its members, which includes the Pattisons, is one of contract through its Bylaws. See
Spokoiny v. Washington State Youth Soccer Ass'n, 128 Wn. App. 794, 801, 117 P.3d 1141
(2005). PEHA and Bluestone are the prevailing parties on appeal in defending their actions
under PEHA’s Bylaws, which included assessing fees and imposing a lien against the Pattisons.
Accordingly, we award them attorney fees and costs under Bylaw 5.3(2) and 7.3.
14
No. 47402-6-II
CONCLUSION
We hold that Bylaw 6.1 was properly enacted and validly created a seven-person board of
directors. We hold also that PEHA’s board was properly constituted under Bylaw 3.4, as
interpreted consistently with RCW 64.38.025(2) and RCW 24.03.105. Thus, the board’s
exercise of PEHA’s powers against the Pattisons was valid. Accordingly, we reverse the trial
court’s grant of the Pattisons’ summary judgment motion and its denial of the joint summary
judgment motion by PEHA and Bluestone. We also remand for the trial court to determine the
amount of the reasonable attorney fees awarded by this opinion.
A majority of the panel having determined that this opinion will not be printed in the
Washington Appellate Reports, but will be filed for public record in accordance with RCW
2.06.040, it is so ordered.
BJORGEN, C.J.
We concur:
WORSWICK, J.
MAXA, J.
15