IN THE SUPREME COURT OF THE STATE OF WASHINGTON 

CAROLYN ROBBS BILANKO, an ) 

individual, ) No. 91247-5 

) 

Respondent, ) 

) 

v. ) EnBanc 

) 

BARCLAY COURT OWNERS ) 

ASSOCIATION, a Washington non-profit ) 

Corporation, ) Filed APR 2 8 2016 

) 

Appellant. ) 

___________________________ ) 

GoNZALEz, J.-The Barclay Court Owners Association amended its 

condominium declaration to restrict the number of units that could be leased 

at one time. After this amendment was passed and recorded, Carolyn 

Bilanko purchased a condo at Barclay Court. Four years later, Bilanko 

challenged the amendment as improperly passed. We must decide whether 

Bilanko's challenge is timely under the Washington Condominium Act 

(WCA), chapter 64.34 RCW. We hold that it is not timely and reverse. 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

BACKGROUND 

Barclay Court is a condominium owners' association for a 28-unit 

residential condominium development in Seattle, Washington. Barclay 

Court was organized under the WCA, chapter 64.34 RCW, 1 and recorded its 

residential condominium declaration (Declaration) on May 2, 2001. Section 

9.2 of the 2001 Declaration stated that there was "no restriction on the right 

of any [o]wner to lease or otherwise rent its [u]nit." Clerk's Papers (CP) at 

111. 

Seven years later, Barclay Court amended its Declaration to limit 

leasing with the stated intent of "preserving and enhancing the value of the 

Condominium and of the individual units." Id. at 204, 206. This 

amendment, "Amendment No. 1," provided that only seven units could be 

leased at any time. Under the Declaration, the "imposition of any 

restrictions on leasing of [u]nits" required only a 67 percent vote to pass. Id. 

at 194.2 However, any changes to the "uses to which any [u]nit is restricted" 

required a 90 percent vote to pass. Id. at 194. The Declaration does not 

define the term "use," and it is not immediately apparent which vote total 

1 The Washington Condominium Act governs condominium complexes created after July 

1, 1990. Filmore LLLP v. Unit Owners Ass 'n of Centre Pointe Condo., 184 Wn.2d 170, 

171-72,355 P.3d 1128 (2015) (citing Shorewood W. Condo. Ass'n v. Sadri, 140 Wn.2d 

47, 52, 992 P.2d 1008 (2000)). 

2 Section 5.5 of the Declaration indicates voting is allocated equally to each unit, with 

each unit entitled to one vote. 

2 
Bilanko v. Barclay Court Owners Ass'n, No. 91247-5 

was needed to approve the amendment. 3 We do know that the amendment 

received at least 67 percent of the vote on October 27, 2008.4 The 

association treated the amendment as effective. It was properly recorded on 

November 3, 2008. 

A year later, Bilanko purchased a two-bedroom unit in Barclay Court. 

Her recorded statutory warranty deed indicated the property was subject to 

Barclay Court's Declaration and Amendment No. 1. At some point, Bilanko 

decided she wanted to lease her unit. Unfortunately, seven units were 

already being leased at the time. In March 2013, Bilanko asked to be put on 

the leasing waiting list. She was number five on the waiting list. In 

September 2013, Bilanko requested a hardship waiver under section 9.2.6.5 

of the amendment to allow her to lease her unit. Barclay Court denied 

Bilanko's request. Bilanko persisted. She notified Barclay Court in October 

2013 that she intended to lease her unit beginning in November and would 

sue unless Barclay Court revised Amendment No. 1. Counsel for Barclay 

Court responded that Bilanko would violate the Declaration if she leased out 

3 We are aware of the recurring, unsettled question of whether the definition of "use" in 

the WCA includes the leasing or renting of a unit. The legislature may well wish to 

clarify the WCA on this point. 

4 While the exact vote count is not in the record before us, the amendment, as signed by 

the President of Barclay Court, states it passed with at least 67 percent of the vote. 

3 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

her unit and that Barclay Court had the right to evict any unauthorized 

tenants. 

Bilanko sued Barclay Court on July 14, 2014, alleging that the leasing 

amendment was invalid because it had not received sufficient votes to 

change the "uses to which any [u]nit is restricted" under RCW 64.34.264 

and the Declaration. CP at 1-7. Barclay Court moved for partial summary 

judgment, arguing that Bilanko's action was barred by the one-year statute 

of limitations under RCW 64.34.264(2) and an identical one-year limit in the 

Declaration. Bilanko moved for declaratory relief, arguing that the 

amendment was not correctly adopted, that it was void ab initio, and that her 

challenge was not barred by the statute of limitations. The trial court judge 

initially granted Barclay Court's motion and denied Bilanko's. It found that 

although Bilanko would have prevailed on the merits had she filed a timely 

challenge, the statute of limitations under RCW 64.34.264(2) barred her 

claim. Shortly afterward, the trial judge stayed its order and certified the 

case for interlocutory review under RAP 2.3(b )( 4). 

Meanwhile, Division Three of the Court of Appeals held that a 

challenge to an amendment that was not properly passed under the WCA is 

not barred by the one-year limitation in RCW 64.34.264(2). Club Envy of 

Spokane, LLC v. Ridpath Tower Condo. Ass 'n, 184 Wn. App. 593, 601, 337 

4 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

P.3d 1131 (2014). After the Club Envy decision, Bilanko moved the trial 

court to vacate its previous orders and enter judgment for her. Based on 

Club Envy, the trial court granted her motion, declared Barclay Court's 

amendment invalid, and entered summary judgment for Bilanko. The 

parties stipulated to dismissal of the remaining claims without prejudice 

under CR 41(a)(l)(A) to facilitate review. 

Barclay Court timely sought direct review in this court under RAP 

4.2(a)(4) as a fundamental and urgent issue of broad public importance. We 

granted review. 

ANALYSIS 

Barclay Court argues that Bilanko's challenge to Amendment No. 1 is 

time barred under RCW 64.34.264(2). We agree. Under a plain reading of 

the statute, a challenge to an allegedly invalid amendment cannot be brought 

more than one year after the amendment is recorded. Unlike in Club Envy, 

equity does not demand the time limit for this challenge be tolled. 

Whether a claim is time barred is a legal question we review de novo. 

Goodman v. Goodman, 128 Wn.2d 366, 373, 907 P.2d 290 (1995). RCW 

64.34.264(2) provides that "[n]o action to challenge the validity of an 

amendment adopted by the association pursuant to this section may be 

brought more than one year after the amendment is recorded." Section 25.1 

5 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

of the Declaration contains nearly identical language as the WCA barring 

challenges more than one year after the recording of an amendment. 

The plain language ofRCW 64.34.264(2) bars challenges to the 

validity of an amendment brought more than one year after recording the 

amendment.5 Since the statute does not define "validity," we look to a 

dictionary to determine its ordinary meaning. State v. Gonzalez, 168 Wn.2d 

256, 263, 226 P .3d 131 (20 1 0) (citing Estate of Haselwood v. Bremerton Ice 

Arena, Inc., 166 Wn.2d 489, 498, 210 P.3d 308 (2009)). "Valid" is defined 

as "[l]egally sufficient; binding." BLACK'S LAW DICTIONARY 1784 (10th ed. 

2009). This time bar, then, is intended to prevent challenges to whether an 

amendment is legally sufficient or binding that are brought more than a year 

after recording the amendment. 

Here, Bilanko is challenging the legal sufficiency of the amendment. 

She argues that the amendment is "invalid because it did not receive the 

level of owner approval required under the WCA." Resp't Bilanko's 

Appellate Br. at 10. Under RCW 64.34.264(2), Bilanko had one year from 

5 The parties dispute whether this time bar operates as a statute of limitations or a statute 

of repose. A statute of limitation bars a plaintiff from bringing an already accmed claim 

after a specific period of time has passed; a statute of repose, however, terminates a right 

of action after a specified time, even if an injury has not yet occurred. 1000 Virginia Ltd. 

P'ship v. Vertecs Corp., 158 Wn.2d 566, 574-75, 146 P.3d 423 (2006) (quoting Rice v. 

Dow Chern. Co., 124 Wn.2d 205, 211-12, 875 P.2d 1213 (1994)). We need not decide 

between the two as the result is the same in this case. 

6 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

November 3, 2008, when Barclay Court recorded the amendment, to bring 

her challenge. Bilanko did not challenge the validity of the amendment until 

2014. Bilanko 's challenge is time barred under the plain language of RCW 

64.34.264(2). 

Relying on Club Envy, Bilanko argues that the time bar only applies 

to amendments that were passed "pursuant to," or "in compliance with" the 

requirements ofRCW 64.34.264. Resp't Bilanko's Appellate Br. at 31 

(citing Club Envy, 184 Wn. App. at 593). Adopting her approach would 

require us to consider the merits of a challenge before determining whether 

the time bar applies-an approach we are reluctant to adopt in this case. In 

contrast, it is easy to see why the court took that approach in Club Envy. 

There, the unit owners alleged the condo association president, who had 

been convicted of fraud in unrelated cases at the time of summary judgment, 

had fraudulently filed amendments decreasing the allocated interests of each 

unit owner. Club Envy, 184 Wn. App. at 597-98. Nothing in the opinion 

suggests that any vote was held, and the unit owners were not aware of the 

amendment until after the amendment was recorded. !d. at 602. While not 

specifically reaching (but hinting strongly) whether in fact the amendments 

had been fraudulently filed, the Court of Appeals held that a challenge to the 

"validity of the amendment as not being properly passed by the association 

7 
Bilanko v. Barclay Court Owners Ass'n, No. 91247-5 

pursuant to the WCA is not barred by RCW 64.34.264(2)'s one-year 

limitation." Id. at 601. 

Club Envy dealt with a strikingly different issue than what is present 

in this case. There, it appears the condo association president committed 

fraud by recording an amendment that he did not have the legal authority to 

record without the consent of any of the other unit owners. The court 

concluded the amendment was void ab initio,6 or "void from its inception." 

Club Envy, 184 Wn. App. at 600-01. Actions that exceed the decision 

maker's authority are generally void. See, e.g., S. Tacoma Way, LLC v. 

State, 169 Wn.2d 118, 123, 233 P.3d 871 (2010) (indicating that a 

government contract is void only where the government entity "had no 

authority to enter the contract in the first place"); see In re Pers. Restraint of 

Thompson, 141 Wn.2d 712,719-23, 10 P.3d 380 (2000) (holding judgment 

and sentence invalid where court had no authority to convict defendant of a 

nonexistent crime); cf In re Disciplinary Proceeding Against 

Hammermaster, 139 Wn.2d 211, 219, 985 P.2d 924 (1999) (discussing 

municipal judge's lack of authority to impose unauthorized sentences). 

These types of challenges can generally be made outside of a statutory time 

6 An agreement or contract is "void ab initio" if it "seriously offends law or public policy, 

in contrast to a contract that is merely voidable at the election of one party to the 

contract." BLACK'S, supra, 1805 (lOth ed. 2009). 

8 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

bar. Club Envy, 184 Wn. App. at 601; accordS. Tacoma Way, 169 Wn.2d at 

124 ("If the transaction was truly void, as our cases recognize, it would be 

subject to challenge and invalidation at any time, perhaps years later."); see 

also Allstate Ins. Co. v. Khani, 75 Wn. App. 317, 323-24, 877 P.2d 724 

(1994) ("Void judgments may be vacated regardless of the lapse of time." 

(citing In reMarriage of Leslie, 112 Wn.2d 612, 618-19, 772 P.2d 1013 

(1989))). 

In essence, Bilanko asks us to hold that any legal error committed by a 

condominium association that changes a declaration renders the change void 

and challenges exempt from the WCA time bar. It is true that condominium 

associations are organized as corporations, and corporations must act in 

accordance with any formalities "prescribed by its charter, or by the general 

law." Twisp Mining & Smelting Co. v. Chelan Mining Co., 16 Wn.2d 264, 

294, 133 P.2d 300 (1943); RCW 64.34.300. It is also true that when a 

corporation acts beyond its corporate powers or its actions offend public 

policy, those actions are void. Twisp, 16 Wn.2d at 293-94. But if a 

corporation fails to observe some statutory requirement while acting within 

its corporate powers, the act is "voidable only, and is valid until avoided, not 

void until validated." Id. at 294 (quoting 19 C.J.S. Corporations§ 968 

(1940)). Actions that fail to comply with statutory requirements are 

9 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

generally not void unless the legislature has authorized such a penalty. See 

Way v. Pac. Lumber & Timber Co., 74 Wash. 332, 333, 133 P. 595 (1913) 

(articulating rule that "a contract which violates a statutory regulation of 

business is not void unless made so by the terms of the act"); see also 

Yakima Lodge No. 53 v. Schnieder, 173 Wash. 639, 642-43,24 P.2d 103 

( 193 3) ("The ordinance did not provide that contracts made in violation 

thereof should be void."); accord Allison v. Medicab Int'l, Inc., 92 Wn.2d 

199, 203, 597 P.2d 380 (1979) (noting failure to comply with statutory 

requirements to register franchise did not render franchise agreement void). 

In this case, however, there is nothing in the record to suggest that 

Barclay Court committed fraud, seriously offended public policy, or 

exceeded its legal authority in passing the amendment. Accordingly, the 

amendment is not void ab initio. Barclay Court followed the procedures set 

out in article 25 of its Declaration: a majority of the board of directors voted 

to submit the amendment for owner approval, all owners were notified of the 

proposed amendment in writing, and at least 67 percent of the owners 

approved the amendment. Barclay Court acted within the statutory authority 

it has under RCW 64.34.264(5) to prepare, execute, record, and certify the 

amendment. Nothing in RCW 64.34.264 suggests that the legislature 

intended to make amendments not passed with the required supermajority 

10 
Bilanko v. Barclay Court Owners Ass'n, No. 91247-5 

void and subject to challenge at any time. It strains credulity to believe that 

it would not make such a draconian consequence explicit in the statute. 

We need not decide what vote threshold was necessary to enact 

Amendment No. 1. Regardless of the percent required to pass the 

amendment, it was, at most, voidable. Challenges to voidable amendments 

must be made within the one-year time bar set out in RCW 64.34.264(2). To 

hold otherwise would render the time bar meaningless, for unit owners could 

challenge amendments years after passage. A statutory time bar is a 

"'legislative declaration of public policy which the courts can do no less 

than respect,"' with rare equitable exceptions. Cost Mgmt. Servs., Inc. v. 

City of Lakewood, 178 Wn.2d 635, 651, 310 P.3d 804 (2013) (quoting J.M 

Arthur & Co. v. Burke, 83 Wn. 690, 693, 145 P. 974 (1915)); Millay v. Cam, 

135 Wn.2d 193,206,955 P.2d 791 (1998) (discussing predicates for 

equitable tolling of statutory time limits). 

Unlike in Club Envy, where it appears the amendments were 

fraudulently filed, no grounds for equitable tolling appear here. Bilanko 

purchased her condo with Barclay Court over a year after the amendment 

had been voted on by the unit owners, passed, and recorded. She was on 

constructive, if not actual, notice at the time of purchase that her condo unit 

11 
Bilanko v. Barclay Court Owners Ass 'n, No. 91247-5 

was subject to a leasing restriction.7 Bilanko did not have to purchase a 

condo subject to a leasing restriction. As the Declaration does not impose 

any restraints on alienation, Bilanko is free to sell her unit at any time. 

Accordingly, we hold that Bilanko's challenge to the amendment is 

time barred under RCW 64.34.264(2).8 

CONCLUSION 

We hold that Bilanko' s challenge to the declaration amendment is 

barred by the one-year limitation under RCW 64.34.264(2). We reverse the 

trial court's summary judgment ruling in favor of Bilanko and remand the 

case back to the trial court for further proceedings consistent with our 

opmwn. 

7 Washington Practice is instmctive on this point: "Obviously the purchaser of a 

condominium unit should review in detail the existing use restrictions .... The 

investigation is an important one for the purchaser, but it is mainly a practical and 

personal, and not a legal, problem." 18 WILLIAM B. STOEBUCK.AND JOHN W. WEAVER, 

WASHINGTON PRACTICE: REAL ESTATE§ 12.10, at 53 (2d ed. 2004). 

8 RCW 64.34.455 grants courts the discretion to award attorney fees to the "prevailing 

party." Barclay Court is the prevailing party, and we therefore award them reasonable 

attorney fees under RAP 18 .1. 

12 
Bilanko v. Barclay Court Owners Ass'n, No. 91247-5 

WE CONCUR: 

13 

O~kj 

~j,