Board of Directors

I live in the state of Georgia,I would like to know what offices are there on the Board of Directors. should there be a chairperson and a co-chairperson, treasurer and secretary or should there be any offices on the Board of Directors at all. my Bylaws speaks of HOA offices such as President, Vice-president treasurer and secretary so what about the The Board of Directors? I feel that there should be a chain of demand.

Generally, there is a distinction to be made from the board of directors and the officers of a corporation. The board is there to represent the interest of the owners. The officers are there to operate the corporation on a day-to-day basis. In a typical HOA, the members of the association elects the members of the board of directors and the board elects/hires/appoints the officers, usually with titles such as President, Vice President, Treasurer, and Secretary.

Most HOA's seem to select their officers from among the board members. Personally, I think this is a bad practice as board members have a qualified immunity from lawsuits but officers do not. Since the officers serve at the pleasure of the board, there is a conflict of interest in being both boss and employee.

The number and titles of officers required will be controlled by state law. In AZ, there is no requirement for either the number or titles of the officers. I like to use a school board as a model for how an HOA should be organized. The school board hires a single superintendent to run things on a day-to-day basis. If things go wrong, the board has one person to hang out to dry instead of a bunch of officers pointing fingers at each other. Similarly, city councils hire a single city manager to be responsible for day-to-day operations.

Having officers is a mixed bag. Board meetings and board decisions are typically open the members. Officers do not need to have open meetings to do their job. This may relieve the board from holding endless debates over whether to purchase a box of paper clips but it also opens the door for an officer to use funds inappropriately. The remedy, of course, is for the board to be ever vigilant in its supervision of the officers.

So, as Roger noted, the president of the board is the chairperson (chair) of the meetings. If you have a property mgr. many duties of the Board may be delegated to him/her. Still, the board has ultimate responsibility.

If you are self-managed, my understanding is that the president sometimes has more authority than the other directors. Still, in general, boards of directors make decisions about matters that affect the HOA, not the president.