CAROLINA SHORES HOMEOWNERS ASSOCIATION

August 2, 2012

TO:Carolina Shores Homeowners Association Members

NOTICE OF ANNUAL MEETING

The Carolina Shores Homeowners Association will hold its annual meeting on Saturday, September 8, 2012 at 1:00 p.m. at the Athens Chapel Church of Christ Fellowship Hall, 3407 NC Highway 92, Bath, NC. Drinks and light snacks will be provided, but please plan to have lunch before you arrive.

All lot owners are urged to be present, either in person or by proxy, in order that the meeting may convene and the necessary business of the Association be transacted. The Bylaws provide for the establishment of a quorum.

The primary purpose of the meeting is to elect new officers and board members of the Association, as well as other matters which may be brought up at the meeting. If you cannot attend and there is a topic you wish discussed at the meeting, please so advise when you return your proxy.

Enclosed with this Notice is a proxy form. Please use this form if you are NOT able to be present in person to vote at the Annual Meeting. If there is any doubt as to whether you will be able to attend the meeting, it is recommended that you send in the proxy, which you may revoke if you attend in person. All proxies must be received by September 1, 2012.

Also enclosed is a 2012 Election Candidates Form. If you are interested in running for office or the Board of Directors, please complete the form and return it to the address below prior to September 1, 2012. Please note that you do not need to be present at the meeting to be nominated and considered for election.

Also enclosed is a statement for the 2012 Homeowners Association dues. Please note that the dues must be paid prior to October 31, 2012 to avoid late fees being assessed. Please note that dues should be mailed to: Carolina Shores Homeowners Association, Post Office Box 460, Owings, MD 20736.

______

Susan K. Reid

Carolina Shores Homeowners Association

To be valid for the Annual Meeting of the Carolina Shores Homeowners Association, this proxy must be returned to Susan K. Reid, Carolina Shores Homeowners Association, Post Office Box 460, Owings, MD 20736 and received NO LATER THAN SEPTEMBER 1, 2012. You may also scan and email your proxy and/or Candidates Form to .

PROXY

FOR THE ANNUAL MEETING OF

CAROLINA SHORES HOMEOWNERS ASSOCIATION

SEPTEMBER 8, 2012

The undersigned, having received Notice of the Annual Meeting of the Carolina Shores Homeowners Association, hereby appoints John Picariello, President (or ______, Lot _____, who will be present at the Meeting), his(her) proxy with full power of substitution, with all powers the undersigned would possess if personally present, to vote for him(her) at the Annual Meeting of the Carolina Shores Homeowners Association, to be held at the Athens Chapel Church of Christ Fellowship Hall, 3407 NC Highway 92, Bath, North Carolina at 1:00 p.m., and at all adjournments thereof, for the election of new officers and board members of the Association, as well as any other business which may come before the meeting.

My proxy is directed to vote only as indicated below:

BOARD OF DIRECTORS (5):

President (automatic) ______[ ]

Vice President (automatic) ______[ ]

Write in ______[ ]

Write in ______[ ]

Write in ______[ ]

I direct that my proxy be voted for such five (5) Directors

as may be nominated at the Annual Meeting ...... [ ]

OFFICERS:

President:

John Picariello (Lot 12); incumbent ...... [ ]

Write in ______[ ]

Vice President:

June Minter (Lot 26); incumbent ......

Write in ______[ ]

Secretary:

Susan K. Reid (lot 88); incumbent...... [ ]

Write in ______[ ]

Treasurer:

Susan K Reid (Lot 88); incumbent...... [ ]

Write in ______[ ]

I direct that my proxy be voted for such officers

as may be nominated at the Annual Meeting ...... [ ]

I direct that my proxy vote for such other matters as may be

brought before the meeting as my proxy deems appropriate ...... [ ]

If left blank, this Proxy will be used only to establish a quorum. This proxy may be voted only as directed. However, in the absence of a quorum, I hereby direct my proxy to vote to call for an additional meeting.

Lot Number(s): ______

Signature of Lot Owner

NOTE: I understand that if I attend the Meeting with the intention of voting, I may rescind this Proxy.