News #10 Update
11/21/2024

November 1, 2024

FHSTOP

 Fairfield Harbour

Dear FHSTOP members:

 The current status regarding the issues pertaining to the Fairfield Harbour Board of Directors is that four Board members were properly removed during the recent special meeting called for that purpose. The vote was 781 votes for removal and 712 votes against removal. The group that purports to be the current Board (including the four members that were removed) (“purported Board”) contend that the vote for removal did not pass because of the allegation that a 67% affirmative vote is required as per the purported current Bylaws.

The purported Board contends that the Bylaws were recently amended to increase the vote required to remove Board members from majority to 67%. The alleged amendment of the Bylaws is ineffective for many reasons including the fact that the Board failed to provide proper notice as per N.C.G.S. § 55A-10-20, which states, relevant part:

The corporation shall provide at least five days’ written notice of any meeting of directors at which an amendment is to be voted on. The notice shall state that the purpose, or one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment.

 No notice of amendment was provided. The issue was raised for the first time at the meeting by motion.

 The purported Board contends that notice was waived by attendance at the meeting in which the Bylaws were purportedly amended. It is my opinion that this is a very weak legal argument. I have discussed this issue with many other experienced lawyers and they all agree with me that this argument of the purported Board will likely fail.

 We will proceed in Court to resolve this issue by declaration. I expect that the Court will uphold the removal of the four purported Board members, resulting in a Board that reflects the interests of the majority of the owners.

 I have purposefully kept this letter brief and to the point. Suffice it to say those interested in the removal of the four purported Board members stand in a very strong legal position. The purported Board is currently on very shaky legal ground. I assume that their primary hope is that no legal action is taken to challenge their actions. That will not be the case. We will proceed and it is very likely that we will prevail.

       

Sincerely,

                                       

Wesley A. Collins

WAC/dt