Directors vs Officers

In our HOA we recently lost one of our directors who also happened to be an "Officer", namely "Assistant Treasurer".
When the board president made a motion to replace this director with a volunteer, he stated "I move to appoint Ms.Smith as the Assistant Treasurer". Ms. Smith then joined the board and voted on another motion. I maintain that the position of "assistant treasurer" is an Officer position and not a Director position and Ms. Smith cannot assume director duties and/or vote on motions, etc. The board disagrees with me. Who is correct?

It all depends on your bylaws and what was intended when the motion was made for the appointment.

First, was the president's motion to appoint a replacement duly voted on by the board?

Most bylaws that I am familiar with allow the board to appoint a person to fill a vacant director's seat on the board for the remainder of that term or until the next election of directors, whichever occurs first.

The person who left the board was a director. In naming a person to be appointed to become Assistant Treasurer it may well have been the president's, and the board's, intention to fill the vacancy created on the board by appointing another person to be a director as well as the new Assistant Treasurer. If this is true, then the new person is both a director and an officer and is entitled to vote.

This points out a common problem among those who are unfamiliar with parliamentary procedure. Care must be taken in the wording of motions and the recording in the minutes of exactly what is intended by a motion. Or, before a vote was taken, someone on the board should have asked the president what the intention was. Was the intention to replace the director? Or, was the intention only to appoint a new person to be assistant treasurer?

From your post, it is impossible for me to tell what the intention of the president's motion was.

I agree, but if I were on the board I would have asked the president to clarify his intention. But, not all people are so detail oriented. I just happen to be that way. The fact remains, the president may not have precisely stated his intention, and nobody bothered to ask.