officer's & Board Members

Tye,

Yes, officers are Board members but not always are Board members officers. President, Secretary, Treasurer, Vice President are officers if you have them but members at large or committee chairs if on the Board are not officers. It will depend on how your individual documents describe and allow for them to be seated.

Again, depending on your governing docs, it also may be the case that one or more officers are not board members (directors).

Our HOA had a situation a while back whereby no director felt qualified to be Treasurer. So we appointed a non-board member, who was well-quailfied & who'd volunteered, to that role.

Another distinction may be, depending on your docs, that a simple majority vote of board may remove an officer from the position without homeowner vote. If a director, the person would still be on the board. it generally is much more difficult to recall a director, which usually requires a vote by homeowners.

Well put, Bruce.

I'll offer another example (reiterating what's been said several times already).

My HOA Bylaws specify a Board of 7 Directors. There are also 4 Officers – President, Vice President, Secretary, and Treasurer. The Board selects the officers (and can remove them). So far, this is just as above (and probably similar to most HOAs).

Our Bylaws state the President and VP “must at all times” be Directors -- someone who is not on the Board cannot hold those offices. The Board cannot select a non-Director. The President cannot resign as Director (from the Board) and still be President of the Association.

The Secretary and/or Treasurer do not need to be Directors -- the Board could choose someone with the right skills for each, even if they were not elected or did not wish to volunteer for a Director's responsibilities. Or we could have a Board with two additional officers (perhaps as consolation prizes for losers in an election). I don't think that would be a way to do the job and avoid Board meetings, although there's no reason we could not have another volunteer do the bookkeeping for the Treasurer (or a hired bookkeeper), who would not have to attend meetings.

None of these hypothetical situations has occurred. The Directors have always chosen among themselves the officers. That might otherwise leave 3 at-large Directors (similar to the 4 officers and 1 at-large on the Board of 5 described by another post above). But we also have 3 regular posts -- Architectural Review Committee Chair, Groundskeeper and Activities Director. Traditionally, those have also been performed by Directors – 7 Directors with 7 jobs. I always point out the obligatory, "don't have to do it that way". Then we volunteer for our jobs, as usually.

Notes on semantics:

I dislike the term, "Member of the Board". When people say Member loosely, it's often unclear if they mean of the Board or the Association. If there are non-Director officers who sit with Directors and speak at Board meetings, people might call them "Members" of the Board. A "Director" is clearly someone who votes on the Board.

Some Bylaws say the Board "elects" its officers; some say it "appoints" officers. It means the same thing -- action taken by the Board (which is less confusing). An election is held by the Association to choose Directors. That's not what happens when the Board makes a decision, even though the Directors vote on the action. Sure, that decision is effectively an appointment by the Board, but Presidents sometimes construe "appoint" as an excuse to appoint someone themselves. Any time there's a story about a bully on this forum, it involves everyone else backing down to avoid a fight or else getting into a pissing match. Also, when speaking loosely it's not clear what is meant. "Select", "choose", "decide" are accurate and neutral.