Why The Board Must Show Its Work

Demonstrating reasoning is a core part of the role of a board director. Members need to know not just what decisions are made, but how they are made.

This is a member protection that is encoded into Washington state law.

Yesterday, my daughter wanted to make dutch babies - little ones. She blended the batter until it was smooth, then got out the muffin tin.

“Hold on. I think you need the muffin cups for that.” I told her, having felt my shoulders tense. That was memory loading, and I could suddenly see the future because I had decades of baking experience, and decades of scrubbing experience to go with it.

“No, these aren’t muffins.” she said. Obviously, mom.

I considered this. “Is there oil in the batter?” oil in waffle batter helped to prevent sticking in the waffle machine.

“No…I’ll oil the tin!” she said brightly, “I think that will be fine!”

“I think you’ll be happier with the muffin cups.” But she had already waved me off.

Forty minutes later, my intrepid child was scraping chunks of pancake out of the muffin tins with a spoon.

Thinking she would be fine was not a replacement for experience, and it is not a replacement for research.

One more-

A few days before, my other daughter and I were in a disagreement. She kept saying: I don't remember. That didn't happen. That didn't happen.

So I said: I'm going to go write down exactly what happened. Then you're going to ask your dad what he thinks happened. And if he writes down exactly what I wrote, we're going to agree that mom was right.

I left the room. When I came back, she remembered.

Saying something isn't true is not what makes something untrue.

The record exists whether or not someone chooses to acknowledge it.

I have been thinking about both of those moments since our special board meeting.

The Governance Committee Engaged

The Governance Committee has been working for months, with the bylaws workgroup initiating in January 2025.

We have invited board members to our meetings. We have taken their input and written it directly into our drafts. We have built a checklist to make sure every section of our revised bylaws meets a minimum standard of legal compliance and member protection. We have produced a work plan with timelines so the board would know exactly what to expect from us and when.

We submitted all of this. It was in the folder. It was in the links in the report. It was available to every board member before the meeting.

The report was, by every measure, exactly what a committee is supposed to produce.

In Spite of This, The Board Decided

Before the meeting, an early version of the report shared with members lacked links; but it did have notes added by the board. At least, by one member of the board. One note simply said “no - we already have a lawyer.” No questions about why we would suggest another approach, no curiosity if we were aware of the cost. Just no. Before we walked in, and without calling. No communication took place between the board and committee;

we did the work, the board said ‘no,’ and that was it. 

The board voted to hire their current legal counsel for a bylaws restatement, which was not recommended by the committee.

They did not ask the committee to walk them through the cost analysis. They did not request clarification on the work plan. They did not open a Q&A session with the committee that had spent months producing the work they were about to set aside.

They decided.

"It's fine," the board said, in so many words. "We don't need to engage with this."

What they did not do was show any alternative reasoning behind their thinking. While the committee had extensive research on the topic.

There is a particular kind of hubris in dismissing specialized work without enaging honestly.

It is the hubris of certainty without curiosity.

It is the assumption that feelings about a conclusion are a substitute for engaging with the evidence that produced it.

It is, in short, the hubris of a child who has to see for herself to believe her mom. 

The difference is that the board's decision is costing members real money.

What the Record Shows

A board member who attended the committee's February meeting — who sat with the committee chair for an hour, took input, and watched the work being done — demonstrated in the meeting that he had not read the report or materials provided by the committee.

This out of hand dismissal is expensive. The board voted to spend member money on counsel without reviewing the committee's cost analysis. We have done that analysis. We can show our work, we can answer questions about it. The committee's documentation is available in the linked folder, where it has been since before the meeting.

The board has not shown theirs.

What This Means

This story is about my mother-in-law. My husband is a doctor and a carpenter — genuinely accomplished in both. She will not accept medical or home knowledge from him, no matter how sound. She has to hear it from someone else first. Then, once she has, she will come back and tell him what she learned — not realizing, or perhaps not caring, that he told her the same thing first.

It didn't matter whether the information is correct - she simply couldn't accept it from him.

If the board is not going to engage with a committee that demonstrably builds on research and recommendations, why have a committee at all?

If asking another HOA is the only way to be wrong, the board needs to commit to that legwork.

Assuming it will be fine — while the committee, with the experience and the research, is saying to use the muffin cups — is how you end up scraping chunks out with a spoon.

The bylaws committee is not asking the board to agree with every recommendation. We are asking the board to bring questions, to request revisions, to tell us what evidence they would accept and what work plan they would approve.

Those were the two questions our committee chair tried to ask at yesterday's meeting. She wrote them on a notebook and held them to her camera because every other channel had been closed.

They were never answered. Not well enough for the committee to work with.

"I don't think that's true" is not an answer. "I don't trust the people who wrote it" is not an answer. "We've decided anyway" is not governance.

Because ‘Might makes right’ is not effective policy.

Winning the election didn’t change facts, and it didn’t make board members more right. It made them responsible for what comes next.