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ChrisB4 (West Virginia)
Posts: 175
Posted:
We have 5 seats on our Board:

President
VP
Secretary
Treasure
Member-at-large

Our By-Laws say that the Member-at-Large is a director but is is no an officer.

What is the difference between "Officer" and "Director"?
RogerB (Colorado)
Posts: 5,067
Posted:
Chris, officers have a title and are assigned specific duties by the By-laws. All are Directors and have an equal vote.
JoeW1 (New York)
Posts: 728
Posted:
RogerB - Not all officers have to be directors in all associations. In mine only Pres. and VP need to be Directors. All other officers can be non-Directors/Board Members.
ChrisB4 (West Virginia)
Posts: 175
Posted:
So beyond a title and a job description there is no difference between officers and directors or directors and officers?

Why bother coming up with all these titles? Everyone is a Board member and everyone gets a vote...right?
DonnaS (Tennessee)
Posts: 5,671
Posted:

Chris,
RIGHT!
PaulM (Pennsylvania)
Posts: 1,347
Posted:
ChrisB4: If you refer to your bylaws, they may state what responsibilites and role the various Officers w/titles are responsible for. That makes the difference.
ChrisB4 (West Virginia)
Posts: 175
Posted:
Paul,

Sure it states the rolls of each, but it also points out the the MaL is not an officer only a director and will do whatever jobs the Board assigns him/her. I was just curious if director vs officer has any *real* bearing on that persons job.

Sounds to me like it dosen't.

Thanks all
JoeW1 (New York)
Posts: 728
Posted:
ChrisB4 - A Board member can be referred to as a Director or Trustee. In any well run organization there should be assigned job titles and responsibilities. A community association is no different. Don't you think? The title of officer has a real bearing on that person's job. Basically, it's that persons duty to perform tasks normally inherent in the title of the officer. Those duties can be created, expanded, etc. by the Board as the Board sees fit. There's nothing to stop a Board member from offering their input to the matters an officer works on. Certainly all Board members need to approve any action the officer brings to their attention that requires action. Therefore the more a Board member knows about the matter the better. An officer may or may not need to be a Board member, just depends on what your gov. docs. state. Many associations do require the Pres. and VP to be Board members.
BellaM1 (Florida)
Posts: 2
Posted:
Quote:
Posted By JoeW1 on 11/15/2007 11:25 AM
ChrisB4 - A Board member can be referred to as a Director or Trustee. In any well run organization there should be assigned job titles and responsibilities. A community association is no different. Don't you think? The title of officer has a real bearing on that person's job. Basically, it's that persons duty to perform tasks normally inherent in the title of the officer. Those duties can be created, expanded, etc. by the Board as the Board sees fit. There's nothing to stop a Board member from offering their input to the matters an officer works on. Certainly all Board members need to approve any action the officer brings to their attention that requires action. Therefore the more a Board member knows about the matter the better. An officer may or may not need to be a Board member, just depends on what your gov. docs. state. Many associations do require the Pres. and VP to be Board members.

BellaM1
I have been appointed by Board as 4th member-MAL. I have been given the ARC Committee. I vote on all issues, but I have lots of questions for BM such as do you have all Bank Accts info in Tres. file? I served on a board 10 yrs ago, and like to be more assertive with questions. Pres. says finances in general cannot be discussed without Mang. Co. present? Give me some feedback, do some Board Members have more access to info than others, we all have 1 vote??
BruceF1 (Connecticut)
Posts: 2,535
Posted:
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.

TimB4 (Tennessee)
Posts: 21,062
Posted:
Bella,

Welcome to the forum.

The reality of any organization is that yes, some board members have access to more information then others. This can be for many reasons. Some of this is because different information is kept in different files and some of this is because no-one asked about it. There are other reasons as well.

The Secretary typically has access to all the past minutes of the Association. Therefore, if they took the time to go over some of them, they may have a better understanding of the hows and whys of past decisions or repeat issues.

The Treasurer would logically have access to all the financials. They would know who tends to pay assessments late or on time because of those records. They would also know if funds are available or not.

The President, Treasurer and Secretary might all have a better understanding of what is in various contracts as the President signs them, the Secretary stores them and the Treasurer pays them.

You, being on the Architectural committee, probably have a better understanding of the guidelines, the approval process and the enforcement process and who the repeat offenders are.

I hope this helps.

As a side note, it's usually better to start a new topic when asking a question then reply to a threat that is almost 4 years old. This is because laws change and what might have been accurate in a posting 4 years ago might not be accurate today.

Tim
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Tim,

I didn't check the age of the thread. If I had, I would not have bothered with it. When it pops up bold, I just assume it's new. Silly me.

:}
LarryB13 (Arizona)
Posts: 4,099
Posted:
Quote:
Posted By ChrisB4 on 11/15/2007 8:03 AM
So beyond a title and a job description there is no difference between officers and directors or directors and officers?

Why bother coming up with all these titles? Everyone is a Board member and everyone gets a vote...right?

In the corporate world, directors represent the owners. The directors hire the officers to operate the organization. The job of the directors is to oversee the performance of the officers, who manage the organization's day-to-day affairs. HOA's seldom work this way because the average HOA director has no corporate management experience.

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