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If a homeowners association lets its incorporation status lapse, are bylaws and CC&Rs still valid?

Shelton, WA |

My HOA has let the incorporation status lapse in excess of the allotted time to reinstate by the state. They must reapply entirely. What does this mean in terms of weight carried by the Articles of Incorporation? Are CC&Rs and bylaws still valid? Can they still collect money from homeowners? What other liabilities could they assume if they continue to conduct business as an incorporated HOA?

Attorney Answers 3

  1. Best answer

    To have all of your questions answered you should review your CC & R's, bylaws, and articles of incorporation with a real estate attorney. It is difficult to answer your questions without reviewing these documents or having an understanding as to (1) when the HOA was first created, and (2) if it is a condominium. The Washington Condominium Act requires that the owners’ association for condominiums created on or after July 1, 1990 be incorporated, however, neither the old act (the horizontal regimes act) nor the WCA require that condominiums created before that date be incorporated. An unincorporated HOA cannot hold title to real estate, generally cannot get proper insurance, cannot maintain collection lawsuits in its name, and cannot protect its officers from personal liability.

  2. The short answer to your question is that the association, although not incorporated, still "exists" and the CC&Rs/Bylaws are still valid and enforceable. There are important reasons to incorporate and to keep that status valid, but having let it lapse does not invalidate the association or its governing documents. As to specific liability for operating without corporate status, your association should seek the advice of a community association attorney - link below.

    Avvo answers are intended to provide general information only; not legal advice.

  3. I agree with the previous answers and the CC&Rs are restrictions on title and the by-laws are what the owners agreed to govern their association, the articles of incorporation can be updated and readopted with your refiling.
    Good Luck

    Please be sure to indicate the best answer. If this answer was helpful, please mark as helpful below. Only. If and until you and I sign an Agreement for Legal Services, I am not your attorney. These answers are provided for informational and/or novelty purposes

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