HOA Officers vs. BOD

Hello, I have a question about the Officers and the Board of Directors in our Association. We have always had 4 elected officers (annually) operating our HOA. Two of us have held various positions for the past 5 years because we never have enough people willing to accept a position in the HOA.

We have never elected a Board of Directors, so now there is a neighbor now who is threatening a law suit if we do not abide to our By Laws by electing a Board of Directors.

For the Board of Directors, our By Laws state:

SECTION 1. Number. The affairs of this Association shall be managed by a Board of at least three (3)
directors, who need not be members of the Association.
SECTION 2. Term of Office. At the first annual meeting the members shall elect one director for a term of
one (1) year, one director for a term of two (2) years, and one director for a term of three (3) years; and at each
annual meeting thereafter the members shall elect one director for a term of three (3) years.

For the HOA Officers our By Laws state:

SECTION 1. Enumeration of Officers. The officers of this Association shall be a President and Vice
President, who shall at times be members of the Board of Directors, a Secretary, and a Treasurer, and such other
officers as the Board may from time to time by resolution create.
SECTION 2. Election of Officers. The election of officers shall take place at the first meeting of the Board
of Directors following each annual meeting of the members.
SECTION 3. Term. The officers of this Association shall be elected annually by the Board and each shall
hold office for one (1) year or until his successor is elected and has qualified, ...

Thank you for any suggestions you may have.

Buddy,
What part of Maryland, just curious, I used to live there.

Anna is barely scratching the surface of the questions you raise, so answer her first.
Then think about what you documents say. If you are saying the Directors and the Officers are different animals, they aren't. Interpret your docs that way.

Your documents are not very clear on some points but common sense ought to get you through them. Those who post here regular are always befuddled when we read a post like yours. Who did the transition between developer and owners? Until transition you are not an HOA under the documents you cite, unless and usually there is special language in them to assure the developer is taking care of his business before your business. You need a strong course in the operation of an HOA. Plenty of stuff on the net and on the left of this page is an AD by CAN. Lot of free basic fundamental stuff there. But feel free to look anywhere and feel free to post here and feel free to walk down the street and talk to any local HOA near you. They will offer defferent kinds of help. DO NOT dig a hole you can't get out of and that uisually means hiring a good HOA lawyer to guide you. it don't have to cost an arm and a leg to seek advice.

Also, if it helps and you are concerned about the language you posted in your docs about the number of total officer you may have, I bet if you look you will find the BOARD can appoint members to serve as Officers and they will not be on the Board. The owners elect the Board, the Board elects the president, The Board can appoint officers that are not Board members if your documents allow.

The President answers to the Board, the Board answers to the owners.

Robert,
This is in West Ocean City. There are 4 developments built by the same developer, so I believe our By Laws are all very similar. It is my understanding that all of these communities have elections only for the officers so there are not 3 Board of Directors too. In our last 3 annual meetings, we had trouble finding enough interested owners to fill the officer positions.
We did budget some money for legal fees so we may still seek advice from a good HOA lawyer.

Buddy,

I think your bylaws are written the same as those of many other HOAs. The directors are elected by the members at the annual meeting. THey, in turn, "elect" the officers from among themselves. The individuals serving now have been duly elected by the members so there is no reason for them to resign. All the board has to do is state that an error was made in the past in electing officers. It should have been stated the members were electing directors. I think those members who are complaining about the lack of a BOD do not understand that the BOD and the officers are the same people. I think they are thinking something is missing from the operation of the HOA, when, in fact, that is not the case. Wait until the annual meeting in April, at which time the slate of candidates will be for the election of directors. Since your bylaws say the BOD shall be comprised of "at least 3 members", I interpret that to mean the BOD can decide to enlarge the board if they wish. I would recommend a 5-member board; it's not a good idea to have an even number. With 5 members you will have 4 holding an officer position and the remaining board member is normally referred to as a "Board member at-large". Make certain the board members serve staggered terms as outlined in the bylaws. Each year, after the annual meeting, the board then decides which board members will hold each officer position, as those positions are for one year only.

As a note, the membership does not elect the officers directly. The membership elects the members of the BOD. The members of the BOD elect who will hold what officer position.

Typically, you only have to have three officer positions filled, though you can often combine two of those making only two officers. You must have a president and you normally must have a secretary and a treasurer. It is not unheard of to combine the later two into secretary/treasurer position.