Quote:
Posted By DonnaS on 11/15/2007 8:10 AM
Chris,
RIGHT!
Not quite.
DIRECTORS are the individuals elected by the association members (the homeowners) to serve on the association's BOARD OF DIRECTORS, also sometimes referred to as the Executive Board. It is the decision and policy-making body of the association. All directors have one vote on the BOD.
OFFICERS are the individuals elected or appointed by the Board of Directors to perform the various duties of managing the affairs of the association. Officers are sometimes assisted in their duties by paid professionals, often by a management company. Officers attend board meetings, but have no vote.
The BYLAWS specify the qualifactions and duties of the directors and of the officers. Often, the bylaws will require that the President and Vice President MUST also be DIRECTORS. There are bylaws that permit the treasurer and secretary to be just anybody. They do not have to be board members (directors), and in some associations, they do not even have to be homeowners.
Probably, the most common situation is that the directors choose the officers from among themselves. Thus, a person is both an officer and a director. As our association attorney puts it, that person wears two hats. When that person votes, he or she votes as a DIRECTOR, not as an officer, because officers do not vote.
Perhaps this is best explained by an example.
In this 5-member board (meaning there are 5 board members, or directors):
Susan is President and a board member (director). Susan can vote.
Bob is Vice President and a board member (director). Bob can vote.
Jerry is Secretary and a board member (director). Jerry can vote.
Barbara is Treasurer, but is not a director. Barbara cannot vote.
Gary is a director (sometimes called a Member At Large). Gary can vote.
Margaret is a director (also a Member At Large). Margaret can vote.
Notice I have named 6 people, but only 5 directors (board members). Only those five people can vote. Why is Barbara the treasurer even though she's not a board member? First, the bylaws in this case don't require the treasurer to be a board member, and perhaps Barbara happens to be an accountant that volunteered to serve in that position so the board appointed her.