Newly appointed Board Member without title

Well, first of all, it's more than just a "title."

The "titles" you listed are actually officer positions.

They are job functions. The person holding that position is responsible for specific duties and responsibilities on the board, and those should be outlined in your bylaws.

We have 6 board members (we can have up to 9, but only have 6 this year). Only 4 have "titles" (officer positions). That leaves 2 people without "titles" other than Director, which all board members are.

Normally the board members themselves "elect" other board members to the officer positions, generally based on how they feel the person will perform in that position. Or based on which board member either rose his hand when we said, "who wants 'ta?" or who walked out of the room for a few minutes.

I digress.

At any rate, our board generally does not "elect" new members to officer positions. For the most part, our officers are "seasoned" board members. Generally someone who just got "appointed" to fill a vacant position will not get nominated or elected to an officer position until maybe at least her second term.

Susan,
Of course, my documents state the Board can elect Officer to serve the Board and they are not officers of the Board. It also says a President, Secretary and Treasuer shall be elected by the Board. That leaves two member without a title but they all have title of Board members and they are all equal in standing (Vote). The elected Title means nothing except as a function in an organizational process. I think we forget all Board members are equal. All have a job to do which is under scrutiny of all the other Board members. In SC our documents says the President serves as CEO of the corporation. This is Hogwash. How many CEO do you know that can be voted out of Office by the other Board members? How many CEO do you know that serves the Board and is directed to do the Boards bidding? How many CEO do you know that any action they take must have Board appproval? In my opinion, and it has been said elsewhere here on this site, "In a corporate world, the hierarchy goes from the top down, in an HOA the hierarchy goes from the bottom (owners) to the Board. The owners in most cases don't even vote for the President. The Presidents term is an annual apppointment by the Board, has nothing to do with the owners. The entire Board serves the owners, it is just that the owners won't take their responsibility, personally, what their title is has no standing in the association, all are equal. IMHO

Mary A1,
Not long ago on HOATALK someone, and forgive me if I am wrong, I think it was Brian that posted the below:

Here are some things to keep in mind:

1. Most likely, the homeowners elect the board members and the board members elect the president. This means the president works FOR the board and serves at the pleasure of the board. Not the other way around.

2. The president is not the president of the board. He or she is the president of the association. As a board member, the president is an equal and has one vote, the same as any other member.

3. The president is not "in charge". He or she presides at meetings.

4. The board is not the president's staff, as it might be in a work environment. I've seen presidents with a number of years in management conduct board meetings as if they were staff meetings. All board members are equal.

5. When the president signs a document, or a letter, the president is not approving the board's action. The president is AUTHENTICATING that the action represents that of the majority of the board.

I could go on with more, but you get the general idea. I am not saying that you are actually guilty of making these types of mistakes, but I have seen them made by others with a lot of years of managment experience. Sometimes it takes a little self retraining to learn to operate in a different mode.

In a work environment, the president's authority comes from above. In a democratic society, the "authority", or more correctly, the responsibility, comes from below. They call for two different tactics. So, if you are having some difficulty, it may be due to your "management style" or mode of operation.

I have been around the Block a time or two but as I posted at the time, this synopsis makes a great deal of sense. Maybe Brian would be kind enough to redo this in some kind of informational format that the people using this site could copy have make it a part of their associations charter. I know I am going to push to have it made a permanent part of our documents that will be required reading for all Board members and also post it on our web site. My problem right now is to figure some way to get this in front of our Board president, even if only for the six months he has left after about ten years of a entrenched Board. You can argfue all you want about how right this whole thing is but you can bet that whoever reads it will always remember this Board business in a different light.

So did Brian write it? I bet Donna (the Florida HOA Guru) will know.
Wife is home now Donna and with a lot of care needed doing pretty well and we hope for steady improvement, thank you sincerely for your concern.

Susan,

B/4 you take that aspirin or drink. . .

I know of an HOA that has a treasurer (a member of the assn) who is not a voting member of the board -- he is not an elected director. But I do agree with what you are saying. In most instances, all members of the board are directors and/or officers. That's why it's called the Board of Directors. Member-at-large is just another title for a director who does not also hold an officer position. Some assn's elect the officers but I believe most leave it up to the board to elect the directors they wish to serve in the officer positions.

Yup. It was little ol' me.

BTW, as explained to us by our lawyer, an officer is an officer of the association - not an officer of the board. The officers and the board are two separate entities. If a person is both an officer and a board member, that person wears two hats. All board members are equal. When one votes at a board meeting, that person votes as a board member, not as an officer. Officers have no votes.

When officers perform their duties at the annual meeting or at a special meeting of the homeowners, they perform them as officers of the association - not as board members. At such meetings they are homeowners, just like everyone else.

I thought his explanation helped to keep things very clear.

Mary A1,
I don't think Bruce muddied the waters nor do I think it was his intent to provide a "fix all" for all associations.

But the concept and opinions formed reading his postings is not to be denied. I read him to advocate that the role of the elected or appointed whoever is to serve the members. There can be no greater reason for "officals" of any kind in an association. It is not a "Bully Pulpit" or a Fiefdom or a dictatorship or a personal anything. I go as far to say, especially in condos, that the only obligation Board members and owners have is to protect the real property. Every act should first meet the test. "Is it good for the association,", any doubt, don't do it. The common practice of treating members to Cook outs, dinners, cocktails, or gifts of any kind flies in the face of the mission of the elected Boards or Managers, and of course that is the Mandate to serve the association.
I catch a lot of flack feeling this way, but it sure helps me to decide some knotty problems.

To all owners, members and officials: "It's not your money."

Mary A1,

I don't think I can answer that adequately. We elect the Board and have the option of the Board appointing Officer but they have no vote, and as far as I am aware we have never felt the desire to appoint or elct officers. Our Board members chair most committees and if not the owner that serves as a Chair on a committee only has his vote. He has no vote on the Board.

Why would you want to have Officers elected by the members, all the Board members can serve as Oficers, but have but one vote on the Board.

And Mary, no offense taken. Sometimes when I think I'm clarifying things I have the opposite effect. It was a legitimate question. :-)

As I know it:

There are officers of the Corporation. These people are listed on the Annual Report filed with the State to keep the Corporation valid.

Then there is the Board, which may has its own officers - either elected or appointed by the Members or by the board members themselves.

Who elects the officers of the corporation? Isn't the corporation the homeowners association and doesn't your board or the homeowners elect the corporation's officers? Do you really have two sets of officers? Are your bylaws really set up this way? That is, do your bylaws define a set of officers of the corporation and a set of officers of the board?

My point above was just what you said in your first paragraph. The officers are the officers of the corporation (the homeowners association). The board has no "officers."

It's a very fine distinction. You might call it a technicality.