Difference between Board of Directors and Officers of HOAs

 

What are Directors and Officers in a Community Association?

Directors and Officers in Community Associations are required by its Bylaws.  Condominium and Homeowners Associations are required to elect a Board of Directors which is responsible for enforcing its governing documents.   The process for doing so is outlined in their governing documents and is usually found in the Bylaws.

There is a big difference between Directors and Officers:

Directors/Board Members/Board of Directors are the same position

Condo and HOA board members are elected by the homeowners/members of the association.  This is usually done at the Annual Meeting.  Usually an odd number of positions are available for the Board.  Having an odd number of directors/board members ensures that a majority vote is possible.

Typically, the directors/board members are responsible for enforcing the association’s governing documents and maintaining the common area property.   The directors/board members, use the “Business Judgment Rule” and make almost all the decisions regarding the corporation’s business.  Certain items, as identified in the governing documents, must be voted on by the homeowners/members.

Since the Directors are elected by the membership (homeowners), they have a duty to these members.  They have a fiduciary obligation to act in the best interest of the association and its members.  The Directors cannot delegate their authority to anyone else.

Officers

After the members/homeowners vote for the directors/board members, the Board members are then responsible for appointing the officers.

Since the officers are appointed by the directors/board members, they serve at the pleasure of the board.

Typical officer positions include President, Vice President, Secretary and Treasurer.  There may be others.  The required positions are identified in the association’s governing documents.   If the governing documents allow it, one person can hold multiple offices.  In many associations, the governing documents state that the office of secretary and treasurer are held by the same person.

Depending on the governing documents, officers may be required to also be a Director/Board member;  or they may be any other person.

Officers do not have any voting rights, only Directors/Board members do.

Typical duties of the officers include signing contracts, preparing budgets, signing checks, etc.

Removal

Removal of a director/board member – must be voted on by the members/homeowners, since they are the group who elected them.

Removal of an officer – can only be done by the directors/board members, because they are the group who appointed the officers.

If the board removes an officer, he/she will still be a director/board member.

 

 

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