Directors and Officers: Helpful Reminders for When Removal Becomes Necessary

While the roles of Directors and Officers are often filled by the same people, there is a technical distinction between the roles. One of our previous blogs provides more details regarding the differences between the two. You can read it here. In the most general sense, Directors are typically voted by the membership to serve on the Board of Directors (the “Board”), whereas Officers are specific roles (think President, Treasurer, Secretary, etc.) that fulfill specific duties. Officer roles are often, but do not have to be, filled by Directors, as determined by the Board. The topic here is how removal of Directors and Officers is typically handled.

There are many reasons why members of an association’s Board might believe it is prudent or necessary to remove an Officer and/or Director from their role. Regardless of the reason, association Boards must follow the procedures and protocols in their Governing Documents (in this case, typically the Bylaws) in order for the removal to be enforceable.

Boards should always check their community’s own Governing Documents, but broadly speaking, Officers may be removed by a vote of the Board, whereas removal of Directors usually requires homeowner approval. For instance, if the Board feels that a Treasurer is not fulfilling their duties (though Officers can be removed with or without cause), an affirmative vote of the majority of the members of the Board at any regular Board meeting will successfully remove the Treasurer from that Officer position. However, if the person that held the Treasurer position is also a Director of the Board (which is often the case), that person will remain on the Board without the Officer title unless or until a vote of the Owners removes them as a Director of the Board.

Removal of Directors from the Board typically requires homeowner approval, but some Bylaws allow the Board to remove a Director (in the same way as an Officer described above) under specific circumstances, such as for unexcused absences from Board meetings or delinquency in paying assessments. This method is only available if specifically provided in the association’s Bylaws.

If your Board has any questions regarding removal of Officers or Directors at your association, please contact our office.