Annual meeting readiness
Shenanigans? We’re Prepared.
We want to help homeowners understand the election rules and know what to watch for if the board attempts to deviate from them.
State law and our bylaws establish the process for board terms, proxies,
quorum, notice, and vote counting. Any attempt to circumvent or interfere
with a fair and neutral election would create avoidable disputes and
unnecessarily send homeowner dues to attorneys. Knowing the rules in
advance helps residents recognize problems and respond with the governing
documents in hand.
How the annual meeting is supposed to work
- Official notice states the meeting date, time, and place.
- Eligible voters and valid proxies are confirmed before voting; homeowners present in person or by proxy establish quorum.
- Eligible homeowners vote in person or through a valid proxy.
- Votes are counted through a stated, neutral, observable process; the highest vote-getters fill the open seats.
- The elected directors take office upon election, and an orderly handoff begins.
September 21 update:
The current Board has now announced that it intends to treat the
October election winners as directors-elect until January 1. The
Board-terms section below identifies the provisions governing when
the election becomes final, when the elected directors take office,
and when the outgoing directors’ holdover authority ends.
Board terms
The election determines who serves and when that service begins. The Bylaws place the election at the October annual meeting, state law says the elected directors take office upon election, and Robert’s Rules supplies the same immediate-effect default for an election to office. There is no separate January start date or discretionary “seating” process in the governing documents.
Board transition request submitted August 28
We asked the Association to affirm that it will conduct the October 15 annual meeting and director transition in accordance with the Bylaws and North Carolina law, or identify any amendment, governing provision, or policy it intends to rely on for a contrary position. Read the request and supporting record.
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The board has said, “The election is in October, but the winners’ terms do not begin until January.”
What that would mean
Election winners are treated as directors-in-waiting
for more than two months while the outgoing directors
continue controlling Association decisions, contracts,
spending, and litigation.
How we’re prepared
We bring the entire sequence of controlling provisions.
The Bylaws require the election at the October annual
meeting, declare the highest vote-getters elected, and
require a Board meeting immediately afterward. State law
makes Robert’s Rules the governing parliamentary procedure,
and Robert’s Rules says when the election becomes final and
that the person elected takes office immediately unless a
controlling rule establishes a later time. Article VII
§2 governs officers elected by the Board, not directors
elected by the homeowners. Budget and assessment provisions
do not establish director terms. Anyone claiming a January
start date should identify the valid controlling rule that
creates it.
The controlling words
“An annual meeting of the Association shall be held for the
purpose of electing members of the Board of Directors and for
the transaction of such other business as may be properly
brought before the meeting. The annual meetings shall be held
at 7:00 p.m. on the third Thursday of October of each year,
unless such day shall be a legal holiday, in which event the
meeting shall be held at the same time on the Thursday next
following which is not a legal holiday.”
— Brighton Forest Bylaws, Art. IV §2
“The directors shall be elected at the annual meeting of
the Association; and those candidates who receive the highest
number of votes shall be elected.”
— Brighton Forest Bylaws, Art. V §4
“The executive board may not act unilaterally on behalf of
the association to amend the declaration, to terminate the
planned community, or to elect members of the executive board
or determine the qualifications, powers and duties, or terms
of office of executive board members.”
— N.C.G.S. §47F-3-103(b)
“The executive board shall elect the officers. The
executive board members and officers shall take office upon
election.”
— N.C.G.S. §47F-3-103(e)
“Except as otherwise provided in the bylaws, meetings of the
association and the executive board shall be conducted in
accordance with the most recent edition of Robert’s Rules of
Order Newly Revised.”
— N.C.G.S. §47F-3-108(c)
Section 46:46 provides that an election becomes final
immediately when a present candidate does not decline, or when
an absent candidate has already consented to the candidacy.
Section 46:47 states: “An officer-elect takes possession of
his office immediately upon his election’s becoming final,
unless the bylaws or other rules specify a later time.”
— Robert’s Rules of Order Newly Revised (12th ed.) §§46:46–47, PDF p. 462
“A regular meeting of the Board shall be held immediately
after and at the same place as the annual meeting or substitute
annual meeting of the Association.”
— Brighton Forest Bylaws, Art. VI §2
“In the absence of a contrary provision in the articles of
incorporation or bylaws, the term of each director shall be one
year, and directors may serve successive terms.”
— N.C.G.S. §55A-8-05(a)
“Despite the expiration of a director’s term, the
director continues to serve until the director’s successor
is elected, designated, or appointed and qualifies.”
— N.C.G.S. §55A-8-05(d)
Read together, these provisions make the transition direct: the
members elect directors at the October annual meeting; the
elected directors take office upon election once their required
qualification as Lot Owners is confirmed; Robert’s Rules adds no
installation or transition delay; and the new Board meets
immediately afterward to elect its officers. A calendar or fiscal
year beginning in January does not postpone that transition.
The Board’s cited one-year provision in Bylaws Article VII
§2 applies to the President, Secretary, Treasurer, and other
officers elected by the Board. It does not establish a
January-to-December term for directors. Bylaws Article V
§10(m) and Declaration Article IV §3 govern budgets and
assessments; neither provision sets or extends a director’s term.
Prior minutes and historical practice record what earlier Boards
did, but they do not amend the Bylaws or create the later-time rule
contemplated by Robert’s Rules §46:47.
The board might say, “Only some board seats are up for election.”
What that would mean
Incumbents claim staggered or unexpired terms that do
not appear in the governing documents, reducing the
number of seats homeowners can fill.
How we’re prepared
We bring the bylaws, Articles, and state statute. None
establishes staggered terms, and North Carolina law says
all directors are elected at each annual meeting unless
the governing documents provide another method.
The controlling words
“All the directors (except the initial directors) shall
be elected… at each annual meeting thereafter, unless
the articles of incorporation or bylaws provide some
other time or method of election.”
— N.C.G.S. §55A-8-04(a)
The board might say, “We expanded the board from seven to eleven and filled the new seats ourselves.”
What that would mean
The incumbent board creates four additional
directorships and fills them with its own appointees,
diluting the homeowners’ election and allowing
incumbents to retain control. Attempting to
implement and defend that action would involve spending
homeowner dues on legal fees to preserve their seats.
How we’re prepared
The Association currently has seven directors and has
operated with seven for years. The bylaws say the choice
between seven and eleven belonged to the members when
the Declarant’s Class B appointment rights ended. The
Articles say the number may be changed by amendment of
the bylaws, and the bylaws require 67 percent of all
Association voting interests and recordation before an
amendment becomes effective. We require the member
action, recorded amendment, or other controlling
authority supporting any claimed expansion, and we will
be prepared to contest all eleven seats if the board
proceeds.
The controlling words
“At such time, the number of members of the Board of
Directors shall automatically increase from three (3) to
seven (7) or eleven (11) as decided by the members of the
Association.”
— Brighton Forest Bylaws, Art. V §3
“The number of directors may be changed by amendment of
the By-Laws of the Association.”
— Brighton Forest Articles of Incorporation, Art. VII
“These Bylaws may be amended by the affirmative vote of
the voting members having at least sixty-seven percent
(67%) of the aggregate voting interests… No such
amendment shall be effective until duly recorded.”
— Brighton Forest Bylaws, Art. XI §1
“The number of directors may be increased or decreased
from time to time by amendment to or in the manner
prescribed in the articles of incorporation or bylaws.”
— N.C.G.S. §55A-8-03(b)
-
When directors are elected: At the annual
homeowners meeting, held at 7:00 p.m. on the third Thursday
of October. The candidates receiving the highest vote totals
for the available seats are elected (Bylaws Art. IV
§§2 and 10; Art. V §4).
-
How long the term lasts: The bylaws and
Articles do not specify another director term, so North
Carolina’s default is one year
(N.C.G.S. §55A-8-05).
-
When the new term begins: Upon election at the
annual meeting. State law does not create a January waiting period
or require the outgoing Board to seat, approve, or recognize the
winners (N.C.G.S. §47F-3-103(e);
Robert’s Rules §§46:46–47, applicable through
N.C.G.S. §47F-3-108(c)).
-
When the outgoing term ends: An incumbent
may hold over only until a successor is elected and qualifies.
Brighton Forest’s qualification for an elected director is
that the person be a lot owner (Bylaws Art. V §11).
-
What happens next: The newly elected Board holds
its regular organizational meeting immediately after the annual
meeting and elects its officers (Bylaws Art. VI §2; N.C.G.S.
§47F-3-103(e)).
Proxy challenges
A proxy lets a homeowner be counted without being in the room. Homeowners who want HOA reform will have both wet-signature and digital-signature forms.
Learn how proxies work
See how a homeowner appoints a proxy and what makes a proxy form valid.
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The board might say, “We can reject these proxies and keep those votes out.”
What that would mean
Owners are told their proxy needs an unannounced form,
notarization, or deadline, that they must attend in
person.
How we’re prepared
Both our wet-signature and digital-signature
proxy forms comply with the Brighton Forest Bylaws and
applicable North Carolina law. We will keep
records of submitted proxies. The designated proxy
holders will handle delivery of wet-signature originals
to the Association Secretary.
The controlling words
“A proxy is void if not dated and signed by the Owner or
a majority of the owners of a Lot.”
— Brighton Forest Bylaws, Art. IV §8
“An appointment in the form of an electronic record
submitted by a member who has agreed as provided in G.S.
55A-1-70… shall be deemed a valid appointment form
within the meaning of this section.”
— N.C.G.S. §55A-7-24(a)
The board might say, “Sign this updated proxy instead.”
What that would mean
The board or management company circulates a
later-dated proxy after homeowners have already signed
ours, without making clear that the new form can revoke
the earlier appointment.
How we’re prepared
We date and retain every form, document delivery, and
watch for competing proxy solicitations. If duplicate
forms appear, we seek written confirmation of the
homeowner’s intended appointment before the meeting and
preserve the full timeline.
The controlling words
“Signing and delivering to the secretary or other officer
or agent authorized to tabulate proxy votes… a
subsequent appointment form.”
— N.C.G.S. §55A-7-24(e)(2)
Meeting tactics
The official notice controls the meeting details, and homeowners present in person or by proxy count toward quorum.
The board might say, “We can change the meeting details or disregard proxies when deciding quorum.”
What that would mean
Notice of a different start time, room, or agenda
surfaces at the last minute, or proxy votes are left out
of the quorum count so the meeting can be adjourned.
How we’re prepared
Our proxy forms remain valid for any properly
adjourned, reconvened, or substitute annual meeting. We
also track proxies and attendance so quorum can be
checked immediately.
The controlling words
“The notice of meeting shall state the time and place of
the meeting as well as the items on the agenda to be
considered.”
— Brighton Forest Bylaws, Art. IV §6
“The presence in person or by proxy at the beginning of
any meeting of members constituting ten (10%) percent of
the total votes entitled to be cast shall constitute a
quorum.”
— Brighton Forest Bylaws, Art. IV §7
The board might say, “The chair can close nominations, reject motions, or end the meeting whenever we choose.”
What that would mean
The chair uses improvised procedural rulings to prevent
nominations, silence objections, or adjourn before the
director election is completed.
How we’re prepared
We bring the bylaws and the current Robert’s Rules,
make nominations, motions, and objections clearly, and
ask that rulings and votes be entered in the meeting
record. The chair must follow the governing procedure,
not invent it.
The controlling words
“Except as otherwise provided in the bylaws, meetings of
the association and the executive board shall be conducted
in accordance with the most recent edition of Robert’s
Rules of Order Newly Revised.”
— N.C.G.S. §47F-3-108(c)
Voter list
Who is entitled to vote should be established before ballots are cast, not decided through surprises at check-in.
Records request submitted August 8.
We submitted a formal written request through TownSq for the
Association’s current membership list under
N.C.G.S. §55A-16-02.
One possible shenanigan is an attempt to delay, narrow, or deny
access to those records. We preserved the submission and will
document the response in the
correspondence archive.
After the annual-meeting notice is issued,
we will separately request the meeting-specific voter list required
by N.C.G.S. §55A-7-20.
The board might say, “We decide at check-in whose vote counts.”
What that would mean
The voter list is withheld, incomplete, or changed at
the last minute, and eligible homeowners or their
proxies are challenged before they can vote.
How we’re prepared
We request and inspect the statutory member list after
meeting notice is issued, compare it with our proxy
records, and raise discrepancies in writing before the
meeting whenever possible.
The controlling words
“The corporation shall prepare an alphabetical list of
the names of all its members who are entitled to notice of
the meeting. The list shall show the address and number of
votes each member is entitled to cast at the meeting.”
— N.C.G.S. §55A-7-20(a)
“Beginning two business days after notice is given…
and continuing through the meeting, the list of members
shall be available for inspection by any member.”
— N.C.G.S. §55A-7-20(b)
Vote counting
Directors are elected at the annual meeting, and the candidates with the highest vote totals fill the available seats (Art. V §4).
The board might say, “We can choose the winners without a ballot or without following the highest-vote rule.”
What that would mean
The result is announced without a ballot or a clear
candidate-by-candidate count, allowing a method other
than the required highest-vote rule to determine who
takes office.
How we’re prepared
A member will demand a ballot before the election, as
state law allows. We ask that the counting method be
stated on the record, retain our proxy log, and request
an observable count with per-candidate totals. The legal
requirement is that the highest vote-getters win; the
observable count and totals are safeguards we request.
The controlling words
“If any member entitled to vote for directors so demands,
election of directors by the members shall be by ballot,
unless the articles of incorporation or bylaws otherwise
provide.”
— N.C.G.S. §55A-8-04(c)
“The candidate or candidates receiving the highest number
of votes with respect to the number of offices to be
filled shall be deemed elected.”
— Brighton Forest Bylaws, Art. IV §10
After the vote
Once homeowners elect the new board, the outgoing board and management company cannot turn the handoff into another discretionary approval process.
The outgoing board might say, “The vote is over, but we still control the records and accounts.”
What that would mean
Access to records, contracts, bank accounts, vendors,
or management instructions is delayed after the new
directors are elected.
How we’re prepared
The new board meets immediately after the annual
meeting, adopts written resolutions for officers and
authorized access, and sends those instructions to
management, banks, and vendors. We document and pursue
any refusal to preserve or provide Association records.
The controlling words
“A regular meeting of the Board shall be held immediately
after and at the same place as the annual meeting or
substitute annual meeting of the Association.”
— Brighton Forest Bylaws, Art. VI §2
“All financial and other records, including records of
meetings of the association and executive board, shall be
made reasonably available for examination by any lot owner
and the lot owner’s authorized agents.”
— N.C.G.S. §47F-3-118(a)
What homeowners need to do
We will handle watching the rules, proxy acceptance, voter list, vote count, and transition. Homeowners only need to make sure their vote is represented.
- Complete and return a signed proxy form directly to one of the designated proxy holders, not to the Association or its Secretary. This is the most reliable way to make sure your lot is represented, even if you plan to attend.
- If you do not submit a proxy, attend the annual meeting and vote in person.
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