BOD & Principal Officers.

Our By-Laws states the following -

"The principal officers of the Association shall be a President, Vice President, a Secreatary and a Treasurer all of whom shall be onwers...The BOD may appoint an assistant treasurer, an assistant secratery.."

It continues to state -

"The President may be a member of the Board Of Directors. Any Officers other than the Principal Officers so designated above shall be members of the Board of Directors"

Does this mean that the VP, Sec, and the Treasurer cannot be from the BOD?

Thanks...

Zia.

Thanks Roger,

Correcting me if you are wrong, but I think you are refering to the other officers like the asst. treasurer and things. My concern is with the principal officers (Pres. VP, Tre. and Sec).

I understand the by-laws to state that only the president can from the BOD. The VP, Tre. and Sec cannot be from the BOD but will be elected by the BOD.

I am focussing on the "other than the principal officers so designated" part.

Let me know if I am wrong.

Zia.

Thank you Roger for the clarification,

I am still confused about this though;

"The President may be a member of the Board Of Directors. Any Officers other than the Principal Officers so designated above shall be members of the Board of Directors"

The "other than" is kinda throwing things off.

The principal officers so designated above are the following - Pres. VP, Sec and Tre.

The by-laws state that "Any other officers OTHER THAN the Principal officers...."

It makes me to believe that only the Pres. can serve both offices and not the VP, Sec or the Trea as mentioned in the by-laws.

Now, if we have an asst. tre or something other than the three mentioned above, they need to be on the BOD and only then can be serving the position or the asst. trea. or something else.

Thanks again for your time. BTW, I am the Tre and one of the BOD for the community and was just to make sure that I am doing the right thing.

Zia.

Correction:
Perhaps you need to quote the exact By-law in order to get a correct answer. I agree this second post suggests non the the principle officers need to be members but the PRINCIPLE OFFICERS ARE NOT NECESSARILY MEMBERS. That makes no sense to me unless the Developer meant this for their own convenience.

Zia,

Generally, an association's documents would clearly specify that an executive board is comprised of these several officers:
- a President
- a Vice President
- a Secretary
- a Treasurer
- (or perhaps a Secretary/Treasurer (combo), if your documents specifically allow one person to serve simultaneously in both capacities)
- and perhaps a set number of at-large board members without portfolio

All of these officers would comprise the executive board, as well as any others specifically authorized under your association's documents.

I detect some confusion in the language of your documents. For instance, if indeed they state that the "principal officers... SHALL be a President, Vice President, Secretary..." etc., yet those same documents also provide that "The President MAY be a member of the Board of Directors..." then some clarification is in order--perhaps even an amendment to clear up the confusion. After all, the president should be a member of the board-- no question about it-- since that officer is the CEO of the organization, technically speaking. As with other businesses (whether profit or nonprofit), it is the CEO who presides over official business and functions of the organization-- and with HOAs, that means executive board meetings and annual meetings.

Back to your documents now, Zia... If your understanding of the bylaws is correct that the VP, Treasurer and Secretary can NOT be from the executive board-- but, instead are elected by the executive board-- then who are the members of the board that are making these appointments to the board? How did they derive their authority?

You quoted from your bylaws. I would react with these questions:
- Do your bylaws in any way contradict your association's Articles of Incorporation?
- Are your bylaws not in agreement with the other documents (Covenants, amendments, etc)?

Just from a quick, on-the-surface reading of what you presented concerning your documents, I would conclude that the language of those documents is somewhat defective and should definitely be re-visited and clarified. Consider these possible steps:

(1) Get a legal opinion from an attorney who specializes in HOA affairs.

(2) If an amendment is in order and recommended by that legal opinion, take the necessary steps to advise your association's membership of the reasons for that amendment.

(3) Finally, present the matter to your association's membership in a special meeting (if deemed urgent) or in your next annual meeting (if it can wait until that time), and go from there.

Charles Baker
Community Association Manager