Being Solely an Officer and Not a Director

My two-year term is up on Nov. 16 and after 7 2-yr. terms, I'm ready to step back. It was hard deciding not to seek reelection as this has been the best Board every to work with!

The directors and I would like to see me in an officer role for certain projects and our Bylaws permit the board to appoint such an officer. I know I have no board vote, would not sit at the directors' table at meetings, would not attend executive sessions etc. I assume I would be included in our D&O insurance?

For starters, I will help the Board finish up our long-term work on restating our CC&Rs and our bylaws. The Board has approved a final draft, and I've been the lead on this project. But there's much work ahead--a Town Hall for Owners and then publicizing, etc., in our newsletter, etc.

Along with that, I'll write frequent items for our newsletter, help our Architectural committee revise our horrible ARC Guidelines, update our Rules & Regs and advise the board on certain matters. Here are my questions:

Have any of you had an officer who was not a director ? How were their duties described in writing? What was their title? To whom, if anyone, did they report? Even if outside your experience, what are your thoughts?

I've seen the title Assistant Secretary. Sound good? Something else?

I agree with everything Tim said.

You would have to attend board meetings - otherwise you'd be flying blind. It's hard to write newsletter stuff if you don't know the news (I tried it, it doesn't work). It's also good for the new board to have you available for questions since you have a wealth of knowledge and experience.

I think the hardest part for you will be watching the new directors make mistakes and figuring out when to speak up and when to just let the chips fall. My personal line in the sand is if the mistake is potentially expensive (eg. using uninsured volunteers to do physical labor).

Generally when a Association restates their CCRs and Bylaws it will update language regarding developer control, insuring Directors are Members and Officers are Directors.

I've been involved in the Restatement of CCRs and Bylaws over the years and there are typically a President, Vice President, Treasurer and Secretary as officers. There is also language that allows the board to create officer positions, but it will also say all officer MUST be Directors.

Whatever consideration a board makes in adding an officer position should be based on the new, restates Bylaws, not the old. Based on your description of the duties, these duties fall under a committee.

Ah--to clarify: Open board meetings are required in CA and I will continue to attend. But as I noted, I won't sit at the directors table, I'll sit with other owners in attendance or will attend via Zoom.

Maybe five years ago, we had a few "committees" of one. They sort of ran amok, neither wanted nor had guidance, didn't write reports as required, and, overall, were ineffective. So our Board made a policy that committees must comprise at least three members. And they must have a board liaison unless a director is on the committee. I actually will be, and the Board wants me to be, on my own as an officer.

The Board approved our rewritten Bylaws about a year ago. It'll go out with the restated CC&Rs for a vote of the members late this year. We kept the Section about the Board appointing officers who are not directors if it wishes. Some years ago, no director wanted to be treasurer, so we appointed a knowledgeable owner to that office. We also kept the section whereby the Board can create an officer position as it "deems necessary. " Our HOA attorney expressed no reservations about keeping these options.

Yes, Cathy, I know I'll cringe now & then at board meetings when they make mistakes. I do know this Board very well including its weaknesses in certain areas. If little errors bother me too much, I'll probably attend by Zoom so I can stop video when I want to grimace or roll my eyes. Good idea to keep my mouth shut unless something serious. Right, Tim, I'd give occasional reports at board meetings for items I place on the agenda.

Lotsa good ideas--keep 'em coming.

Whether or not you sit at the director's table or attend executive sessions, depends on your board. Our secretary/treasurer sits with the directors and attends all executive sessions.

Your state law may restrict who attends executive sessions but usually anyone invited by the board can attend.

OK. thanks everyone. I met with the two directors who have the most clout on our Board--for good reason--and we've settled on the title Assistant Secretary with the limitations as noted above for a 1-year term as with other officers

I'll now write an agenda item for the full Board to consider at it Organizational Meeting following our Annual Meeting & election on 11/16.

Thanks for helping me think about this.

Hi Kerry

Congratulations on your transition. Great for you and your Association. Your posts over the years here have demonstrated a thoughtful, caring, long-term view about what your Association needs - a viewpoint that is often rare to find.

Wonderful advice from all who posted already.

My transition from Board member to Officer-only took place a few years ago.

I sit in on all Board meetings including Executive Sessions. As an Officer, I have the same essential fiduciary responsibilities of care, loyalty, and obedience as I did when I was a Board member. Consequently, my Board sees no reason why I shouldn't sit in on everything (unless they want to talk privately about me, of course).

I am still very outspoken when I observe potential overreaching or sidestepping. But that's the way I've always been, so no one expects something different from me.

I was offered the position of Assistant Secretary. I turned it down. I don't work for the Secretary. I work for the Board. I am a mentor, coach, advisor, utility player, chief cook and bottle washer, whatever it takes for us to keep moving in a positive direction. Anyone who wants explore an idea or get my advice doesn't have to get someone else's approval first.

I express my opinion less often than I used to, and I'm fine with that.

Like yours, our docs allow for non-Board Officer positions. We came up with the nebulous title of Logistics Officer for me. We didn't want anyone to have pre-conceived notions about what my responsibilities would be - as we though might be the case with a traditional title. My responsibilities are quite fluid, moving from issue to issue as the Board needs.

We also have 2 other non-traditional Officer positions. Vetting Officer (filled). Capital Improvement Officer (currently open). The titles alone give a hint of the responsibilities, but not much detail. Maybe down the road, as we have some history with someone in those positions, we can add clarity. But for now, we are still in the development and learning phase.

We have also had the traditional Officer roles of Secretary and Treasurer filled by non-Board members.

Our Board decided that all Officers can participate in pre-vote discussions. Other than not having a vote, there is little distinction between Board members and Officers. All are covered by D&O insurance.

We also talked about setting up Advisory Board members (Advisory Board members are members of the Board don't vote), as other Associations have done. But we felt that would be even more confusing.

One of the side benefits of our setup is that I can have a discussion with 2 Board members without it being a Board meeting. It's valuable to us because we have never had long-term success with committees. Now, I can take the lead on a project, bring a couple of Board members into the discussion, and present things to the Board for their review, discussion, and decision-making. It allows us to make quicker progress in ways we couldn't before.

Kerry, you have distinguished yourself by giving excellent service to your community. Stepping down from the Board does not take anything away from what you have accomplished, and shouldn't be perceived as doing less. You may find that you are getting more done, and actually enjoying it because you're not getting bogged down by the chatter.

Best wishes for your new role.