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Sunshine Laws and Our HOA

What They Are, What Rules Apply, and How Online Tools Fit In


Sunshine laws are rules that make decision-making easy for the public to see. In Washington, two sets of rules often get mixed together:


  • The Open Public Meetings Act (OPMA, RCW 42.30)

  • The Homeowners’ Association Act (RCW 64.38)


Only the second one applies to HOAs, but both help us understand how meetings should work and how to keep things open and clear for everyone.


This article explains what each law does and what it means for our meetings, hybrid formats, and tools like Basecamp.



What Sunshine Laws Are


Sunshine laws help make sure that important decisions are not made in secret.

Washington’s main sunshine law is the OPMA. It says:


“All meetings of the governing body of a public agency shall be open and public.” — RCW 42.30.030


This means people should be able to watch and understand how decisions are made.

HOAs are not covered by the OPMA. But HOAs do have their own transparency rules under RCW 64.38.


OPMA vs. HOA Law


OPMA (RCW 42.30)

  • Applies to governments

  • Does not apply to HOAs


HOA Law (RCW 64.38)

This law tells HOA boards how to run their meetings. It says:

“All meetings of the board of directors shall be open for observation by all owners…”

and

“The board shall give owners notice of board meetings.”


HOAs must also take minutes and may only hold private “executive sessions” for a few special reasons.


The big difference

OPMA controls public agencies. RCW 64.38 controls HOAs. Both expect decisions to happen in a way members can watch and understand.


How This Affects Our Meetings

Under RCW 64.38:

  • Board discussions and decisions must happen in open meetings.

  • Owners must be told before meetings happen.

  • Executive sessions can only be used for legal, personnel, or similar sensitive topics.

  • Minutes must show what actions were taken.


This means:

  • A quorum (most of the board) cannot deliberate by email.

  • A quorum cannot deliberate in Basecamp.

  • A quorum cannot deliberate at a private gathering.


If most of the board is talking about board business, it needs to be in a meeting that all owners can observe.


Hybrid Meetings: Can the Board Meet In Person While Others Watch on Zoom?

Hybrid meetings are allowed, but there is one main rule:

Owners must be able to observe the same meeting the board is having. — RCW 64.38.035(1)


This means:

  • People on Zoom must be able to hear all in-person comments.

  • Side conversations in the room must not happen off-mic.

  • Remote listeners must not miss parts of the discussion.


A hybrid meeting works when:

  • Everyone hears the same things,

  • All discussion is on the record, and

  • Access is fair for in-person and online listeners.


If the technology does not let everyone hear the same discussion, the meeting is not equally open.


What This Means for Basecamp

Basecamp is a private online workspace. Because owners cannot see it:

  • It is not an open meeting.

  • A quorum cannot use it to discuss or debate decisions.

  • It can be used for schedules, files, reminders, and tasks.


The simple rule is:

Basecamp can help organize meetings, but it cannot replace meetings.


Why “Not All Online at the Same Time” Still Counts as a Quorum

A quorum does not have to be online at the same moment.


A quorum exists whenever enough board members take part in a discussion, even if they answer at different times.


This is called a rolling quorum. It can happen in Basecamp, email, or any group chat.

If a majority of the board:

  • reads each other’s comments,

  • replies,

  • reacts, or

  • builds on each other’s ideas,

then the board is deliberating — even if the replies are hours apart.

RCW 64.38.035 says deliberation must happen in a meeting owners can watch. Private online threads do not meet that rule.

Why Basecamp Cannot Be an “Executive Session”

VIS CEO Scott Roth states that Basecamp discussion is part of an Executive Session (“Executive in nature”). This is not possible because an Executive Session is a closed part of a meeting, not a communication tool. 

It can only be used for:

  1. legal advice,

  2. possible lawsuits,

  3. rule violations,

  4. owner liability issues, or

  5. personnel matters.

And an executive session must:

  • be part of a noticed meeting, and

  • be announced with the reason stated.

Basecamp cannot be an executive session because:

  • it is not a meeting,

  • it is not noticed,

  • owners cannot see the open portion of the meeting, and

  • it does not follow the steps required by law.

Executive session is not a category of information. It is a procedure that must follow strict steps inside a meeting.

So even if Basecamp contains private information, that does not transform Basecamp into an executive session under RCW 64.38.

Even if all votes occur in open meetings, the law still requires that the deliberation also happen in a meeting.

RCW 64.38.035 requires that discussions, debates, and considerations of board business be observable to owners, except for the few limited executive-session items.

The bylaws and RCW 64.38 work together


Article IV, Section 4.5, on page 7:

“4.5 Quorum. A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.”— Lakemoor Bylaws, p. 7 

Lakemoor Community Club bylaws allow the board to meet and deliberate only at meetings — and RCW 64.38.035 adds the requirement that those meetings must be:

  • noticed, and

  • open for owners to observe.

Nothing in Lakemoor Community Club bylaws authorizes:

  • an exemption for digital discussion or private, ongoing, asynchronous deliberation by quorum,

  • “virtual non-meetings,” or

  • treating Basecamp as a de facto board meeting room for topics 'executive in nature'


And RCW 64.38 does not allow the board to convert a private chat tool into a legally recognized "meeting," and WA state law recognizes that rolling quorum is still a quorum.



The Oversight Problem With Private Platforms

Because Basecamp is private:

  • Owners cannot see what is discussed.

  • Owners cannot know if deliberation is happening there.

  • Owners cannot tell the difference between “logistics” and “decision-making.”

  • Owners cannot request the content, since HOA records are not public-records-act documents.


This creates a transparency gap, even if everyone is acting in good faith. It is a system issue, not a personal issue.


What helps

The best fix is a written board policy that explains:

  • what Basecamp is used for,

  • what Basecamp is not used for,

  • how decisions must be made, and

  • how digital tools support open meetings.


Clear rules help everyone understand the process.


We have asked VIS for a public statement on Basecamp communication and policy. They have not provided their policy.


Final Takeaway

Washington’s sunshine expectations are simple:

  • Decisions should happen in the open.

  • Owners should be able to follow the full process.

  • Digital tools should help with teamwork, not replace meetings.

  • Hybrid meetings must give everyone equal access to the discussion.


By keeping board discussions in noticed meetings and using Basecamp only for coordination, our HOA stays aligned with RCW 64.38 and protects clear, fair, and open governance for everyone.

When assuming the role of President, Mike promised to improve transparency and oversight (April, 2024 President's Corner). The board has an opportunity to formalize this with a written policy on hybrid meetings and Basecamp use that includes tools for member oversight and flagging, to ensure this and future boards stay in alignment with best practices.

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