DECISION AND ORDER This lawsuit arises out of a homeowners association’s (“HOA”) operations dispute. Pending before this Court are: (1) Plaintiffs’ motion for a preliminary injunction [NYSCEF Docket #38 --- Motion # 1]; and, (2) Defendants’ cross-motion to dismiss the case [Docket # 40 --- Motion # 2]. Based upon a review of: Docket #’s 1-9, 12, 38-39 — all submitted in support of Plaintiffs’ motion; Docket #’s 13-35, 40-43 — all submitted in opposition to Plaintiffs’ motion and/or in support of Defendants’ cross-motion; Docket #’s 46-50 — all submitted in further support of Plaintiffs’ motion and in opposition to Defendants’ cross-motion; Docket # 52 — submitted in further support of Defendants’ cross-motion; as well as upon oral argument heard via Skype for Business; this Court hereby: (1) DENIES Plaintiffs’ motion; and, (2) GRANTS Defendants’ cross-motion. LAWSUIT FACTS Background Information Plaintiffs are all residents of a planned community, and former Board Members of a HOA — the Bristol Harbour Village Association, Inc. (“BHVA”) — and Defendants are current officers of the same, as well as residents. BHVA’s By-Laws contain the following relevant provisions: 2.04 Annual Meetings: The Association shall hold an annual meeting of the Members for the election of Directors and the transaction of any business within the powers of the Association, at 10:00 o’clock a.m. on the first Saturday of October in each year or at such other time as the Board of Directors shall determine. Any business of the Association may be transacted at an annual meeting without being specially designated in the notice, except as specifically required by law or these By-Laws… 3.02 Number of Directors: The Association shall have nine (9) directors…The Board of Directors shall be divided into three (3) classes designated as Classes I through III, each composed of three (3) Directors. The terms of each Class of Directors shall be staggered so that at each annual meeting of the Members, Directors shall be elected for only one Class, or to fill the unexpired term of any vacancy existing in any other Class of Directors… 3.04 Vacancies: Any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of Directors may be filled by a majority of the remaining members of the Board of Directors entitled to vote thereon although such majority is less than a quorum. A Director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of Members or until his successor is elected and qualifies. [Docket # 3,
