Annual meeting readiness
Shenanigans? We’re Prepared.
We want you to be aware of any stunts the board might try to pull before they pull them.
No matter how much of our money they spend on lawyers, the
annual meeting rules are determined by state law and our bylaws,
not by the wishful thinking of anyone on the board.
Knowing the rules in advance means that
if anyone tries to move the goalposts on board terms, proxies,
quorum, notice, or vote counting, we will already have the answer
in writing, with legal references.
The board might think, “Our authority is absolute.
If you don’t like it, sue us.”
That’s the kind of culture we’re here to
replace.
These are contingencies, not accusations.
We are not alleging that the current board intends to do any of
this. We are documenting ordinary safeguards so residents are
ready for questions that could arise.
Board terms
The election determines who serves. The outgoing board does not get to choose a later date to “seat” the winners.
The board might say, “We decide when newly elected directors are seated.”
What that would mean
Election winners are treated as directors-in-waiting
until the current board chooses to recognize, approve,
or “seat” them at some later date.
How we’re prepared
We bring the provisions that control the transition.
The bylaws say directors are elected at the annual
meeting, and the highest vote-getters are elected. They
provide no separate seating process or discretionary
transition date. We ask anyone claiming otherwise to
identify that authority in the governing documents.
The controlling words
“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
“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)
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)
-
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 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).
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.
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.
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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