Quick Answer
G.S. 47F-3-106 says the bylaws of a planned community association must provide for six topics: the number of board members and officer titles, election of officers by the board, the qualifications, terms and removal of directors and officers, delegation of board powers, which officers may record declaration amendments, and the method of amending the bylaws.
The one thing a board most needs to know: the bylaws are where the delegation to a managing agent and the officers who may sign recorded amendments should be written down. Check yours against the list.
At a Glance
| Item | Detail |
|---|---|
| Law/citation | G.S. 47F-3-106, "Bylaws" |
| History | S.L. 1998-199, s. 1 (no later amendment listed) |
| Applies to | Planned communities created on or after January 1, 1999. Our reading: not on the pre-1999 list in G.S. 47F-1-102(c) |
| Key sections | Subsections (a)(1) through (a)(6) and (b) |
| Remedy or penalty | None stated |
What the Law Says
Subsection (a): "The bylaws of the association shall provide for:"
- (1) "The number of members of the executive board and the titles of the officers of the association."
- (2) "Election by the executive board of officers of the association."
- (3) "The qualifications, powers and duties, terms of office, and manner of electing and removing executive board members and officers and filling vacancies."
- (4) "Which, if any, of its powers the executive board or officers may delegate to other persons or to a managing agent."
- (5) "Which of its officers may prepare, execute, certify, and record amendments to the declaration on behalf of the association."
- (6) "The method of amending the bylaws."
Subsection (b): "The bylaws may provide for any other matters the association deems necessary and appropriate."
What This Means in Practice
For boards
Use the six items as a checklist when you review your bylaws. Item (4) is the one most relevant to a management relationship: the bylaws should say which powers may be delegated and whether the delegate may be a managing agent. If the bylaws are silent, the association's powers under G.S. 47F-3-102 and its management contract still need to be read together; ask counsel.
Item (5) matters when recording a declaration amendment. G.S. 47F-2-117 sets the voting and recording rules, and this section requires the bylaws to name which officers may prepare, sign, certify and record the amendment for the association.
For owners
The bylaws are the place to look for how directors are elected, how long they serve and how they can be removed. G.S. 47F-3-103 contains its own statutory rule on removing directors; read the two together.
What the law does not say
- It does not say what happens if existing bylaws leave out one of the six topics. Open question for counsel.
- It does not give a vote threshold for amending bylaws. Item (6) leaves that to the bylaws.
- It does not address how bylaws interact with Chapter 55A, which governs most HOAs as nonprofit corporations. We did not analyze that interaction here.
- It does not apply to pre-1999 communities by its own terms (our reading, from G.S. 47F-1-102(c)). Their bylaws are governed by their own documents and other law.
Timeline
| Date | Event |
|---|---|
| January 1, 1999 | Planned Community Act effective (S.L. 1998-199); section enacted in that act |
Related North Carolina Law
- G.S. 47F-3-103: board, budget ratification and removal
- G.S. 47F-3-102: association powers
- G.S. 47F-2-117: declaration amendments
- Chapter 55A Nonprofit Corporation Act
- G.S. 47F-1-102: applicability and pre-1999 communities
- North Carolina HOA laws complete guide
Board Checklist
- Compare the bylaws line by line with the six required items.
- Confirm the bylaws state board size and officer titles.
- Confirm they say how directors and officers are elected, removed and replaced.
- Check the delegation clause for a managing agent and any limits on it.
- Confirm which officers may sign and record declaration amendments.
- Check the bylaw amendment method, and calendar a review if a gap needs fixing with counsel.
Frequently Asked Questions
What must HOA bylaws include in North Carolina?
G.S. 47F-3-106(a) lists six items: board size and officer titles, election of officers by the board, qualifications and removal rules, delegation of powers, which officers may record declaration amendments, and the method of amending the bylaws.
Can bylaws include other topics?
Yes. Subsection (b) says they may provide for any other matters the association deems necessary and appropriate.
Can the board delegate to a management company?
The bylaws must say which powers, if any, the board or officers may delegate to other persons or to a managing agent.
Who can record a declaration amendment?
The bylaws must name which officers may prepare, execute, certify and record amendments to the declaration on the association's behalf.
How are bylaws amended?
The statute requires the bylaws to state the method but does not set a vote threshold.
Does this apply to older HOAs?
Our reading is no. The section is not on the pre-1999 list in G.S. 47F-1-102(c).
Where We Stand
Our position: we support this law. A required list of basics, especially delegation to a manager and who signs recorded amendments, prevents confusion about authority and makes it easier for a manager to act on the board's behalf. Tip: review your bylaws against the six items and, where something is missing, ask counsel about a formal bylaw amendment before the next election cycle. This is Association Property Managers' operating view as a management company, separate from the legal summary above, and it is not legal advice.
Where This Comes From
This page is based on the full text of G.S. 47F-3-106 and the pre-1999 list in G.S. 47F-1-102(c), read on the North Carolina General Assembly site (Chapter 47F on ncleg.gov). We did not read court decisions or the condominium counterpart.
How APM Helps
Association Property Managers provides remote HOA and condo management for associations in North Carolina, starting at a flat $99/month per community with no per-door fees or long-term contracts. See remote management in North Carolina, browse every North Carolina state-law guide, or request a free proposal, delivered within three business days. Laws and licensing rules differ by state, and we confirm the requirements for North Carolina when we build your proposal.
Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed North Carolina attorney before acting.
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