What does RCW 23.86.80 about Directors - Election and appointment, allows (or not)
Directors—Election and appointment.
(1) Associations shall be managed by a board of not less than three directors (which may be referred to as "trustees"). The directors shall be elected by the members of the association at such time, in such manner, and for such term of office as the bylaws may prescribe, and shall hold office during the term for which they were elected and until their successors are elected and qualified.
(2) Except as provided in RCW 23.86.087, any vacancy occurring in the board of directors, and any directorship to be filled by reason of an increase in the number of directors, may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the predecessor in office.
(1) states that "the directors shall be elected by the members of the association" but "for such term of office as the bylaws may prescribe"
This seems to give power to the board but it only concerns 'elections", not appointments.
(2) is about appointment (not election), that is a case of coopting a replacement when a vacancy occurs. OK, but in the case of the 2025 candidates that were not elected, so their 'replacements" could not be "appointed for the unexpired term of the predecessor in office" as their term had not even started.
That's why the REI board served itself by modifying the bylaws, extending the term of appointed members without requiring they are approved by a vote of the membership. Did the board have the right to restrict to that extent the voting rights of the membership?
The chapter 23.86.115 about voting seems to give extended power to the bylaws. But can they completely deprive the members to elect board members that have been coopted? If so this chapter should be also amended to protect the right of the members to vote to approve or not coopted members.
The chapter RCW 23.86.100 about bylaws is so short and vague it does not help much to clarify the situation:
"Any association subject to this chapter may pass bylaws to govern itself in the carrying out of the provisions of this chapter which are not inconsistent with the provisions of this chapter."
It could be amended to state the bylaws cannot restrict the rights of the members to vote for the election of board members and confirm by a vote appointed board members as early as possible and never later than the next annual election (that was the condition in the bylaws that REI board members amended after the defeat of their candidates in 2025).
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