NC HOA BY-laws question

The enforcement committee I am serving on has uncovered a number of issues related to our Boards conduct or lack of.

We are trying to determine if any of the current board members were actually elected in a legal fashion. Let me explain:

Our by-laws provide for a fixed compliment of directors (5) .

The articles of incorporation and the by-laws spell out that the election shall be conducted by secret ballot at the annual meeting. In 2010, three board seats were filled by asking for volunteers and then a "all in favor/ all opposed. At the 2011 meeting, the two expiring members were re-elected using the same all in favor / all opposed method. In addition, the board arbitrarily elected two additional directors exceeding the total as stated in the by-laws. Since the 2011 annual meeting the board of 7 members has been meeting and taking actions.

Given the above, does our association have any legally elected directors? If not and a new election is required, who oversees it? Since we will be electing a total of 5 members as per the by laws how do we determine who serves the 2 yr terms and who serves the one year terms.

Thanks,

Mark

Are you saying that there were no other candidates for the positions?

If not, then WHY have the secret ballot?

The candidates would be "elected" by acclamation.

I am not sure why it matters if there were other candidates. The board failed to follow the by laws when conducting an election. The aclimation method, does not insure that the audience members were eligible to vote (ie: a husband and wife may have voice a yeah or nay when in fact only one vote per lot.

Furthermore in the abscence of a secret ballot, members may have been intimidated by the public nature of the vote.

Can a board simply make up rules that serve them despite by-laws to the contrary.

Mark