The Difference Between Directors & Officers in your HOA

It is a common misunderstanding that at a homeowner association, Directors are the same as Officers.  While often these rolls are filled by the same people, this is not always the case and the differences and distinctions can be important.

The Association’s Board of Directors (the “Board”) is tasked with managing the day-to-day operation of an association.  The Board is made up of a specific number of Directors, each of which is elected by the membership, usually at an annual meeting.  Directors are also commonly referred to as Board Members.  Directors attend Board meetings and are each entitled to vote on issues before the Board and usually have equal rights and preferences.  Because Directors are elected by the membership, it usually requires a membership vote to remove Directors from the Board.
Contrastingly, Officers are not necessarily members of the Board.  Rather, Officers are people who have a specific job title—usually President, Vice President, Secretary, or Treasurer.  State statute and an association’s Bylaws will outline the specific job functions and duties of each Officer.  For example, Treasurers are usually required to manage an associations finances whereas the Secretary will usually maintain association records and take meeting minutes.

Officers are not elected by the membership but instead are appointed by the Board of Directors.  Likewise, the Board can vote amongst themselves to remove an Officer from that position.  In practice, Directors will normally appoint the Officers from amongst themselves, but this is not always required.  Said another way, a person can be a Director and then the Board also appoints that person the President.  That person would then be both a Board Member (a Director) and an Officer.

Likewise, a person could be an Officer without being a Director—for example, a person could be appointed to the position of Vice President but not be a member of the Board of Directors.  In this situation, that person would be responsible for all the duties of the Vice President but would not be allowed to vote on Board decisions.

The main differences between Directors and Officers are outlined below:

Directors (also known as Board Members)

Usually 3 or 5.
Elected by the homeowners.
Allowed to vote on Board issues.
Authority to appoint Officers.
Can usually be removed by homeowner approval.

Officers

Typically include four positions: President, Vice President, Secretary, and Treasurer.
Elected by the Board.
Required to have a President and Treasurer.
Unable to vote on Board issues unless also a Director.
Usually removed by a vote of the Board of Directors.

Additional Questions? Contact us today to learn more.

-Finn Jacobsen, Attorney @ Smith Jadin Johnson, PLLC