Board of Directors/Officers???????????????

Started by RicH1 • 6 replies • 1693 views

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RicH1 (Georgia)
Posts: 23

Posted:

I've researched and asked questions, still I get conflicting information. With this forum I hope that maybe enough input I will have a better understanding? We have Pres.,VPres.,Secretary, and Treasurer. Then we have 3 additional board members? What constitutes board of directors?
Please lay it out for me, because maybe I'm using the terms or names incorrectly. Our bylaws are outdated and not specific enough. We operate under Georgia Laws.

Who are the board members exactly? Which is the highest position? (Officers or Board members)
Who are the officers exactly?
What and Who is the board of directors?
Who are directors?
Can board members vote w/out officers?
Do you need the President and/or Secretaries vote to make decision or just board members?

Who can remove Secretary and President if they were elected by the Homeowners?
When can board or all 7 above remove someone?

MicheleD (Kentucky)
Posts: 4,491

Posted:

This is all layman-speak:

Generally, ALL board members are DIRECTORS.

BUT -- NOT ALL directors are OFFICERS.

The general business of a board of directors is to manage the oversight of the day-to-day operations of the corporation.

From among the members of the board of directors, they will generally elect fellow directors to officer positions, which generally are the only "positions" that carry specific duties.

A meeting of the board of directors cannot occur unless or until a quorum is met.

Depending on the size and number of the board of directors, that quorum may or may not include the officers.

If the officers are not present, or if some are present, it doesn't really matter. The directors that make up the quorum can still meet and make motions and vote, etc.

But generally, at least one officer, and usually at least the president or vice president are in attendance. Which means either of them will be the DIRECTOR whose role it is to run the meeting.

If neither is present, the directors that are present that make up a quorum are all that's needed for a meeting.

Hope that helps.

MicheleD (Kentucky)
Posts: 4,491

Posted:

OH, and to your last question, if the homeowners elected the "officers" (which is highly unlikely), then the homeowners can vote to remove them

However, it's more likely that the homeowners voted people to the board and the directors then elected from among the board of directors individual directors to officer positions.

Sometimes HOAs incorrectly vote for people to be officers instead of simply directors.

What you need to find is within your by-laws the specific process for electing board of director members and then the specific process for then electing officers.

That should give you the answer to your last question specific to your HOA.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Sorry, one more thing.

The board of directors, if they are the ones who elected the officers, can remove any officers from their officer positions.

HOWEVER, since the board of directors did not elect those members to the board, they (generally) cannot remove directors. Directors can be removed by the requisite vote from among the homeowners.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Sorry, again.

No director is "higher" than another. Some may have specific duties (officers) but each board member has the same vote, none is weighted higher than another.

In your case you have a board of directors that consists of SEVEN directors. Of those seven directors, four have been elected to officer positions, but that does not make them "higher" than any of the directors who are not officers. They simply have prescribed duties on the board.

JohnK3 (Pennsylvania)
Posts: 967

Posted:

What Michele said.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Can board members vote w/out officers?

yes, board members can vote on a motion even if the officers are not there. BUT there must be a quorum at the meeting, so 4 of the 7 would have to be in attendance at the meeting to vote.

Do you need the President and/or Secretaries vote to make decision or just board members?

No, the president and/or the Secretary do not HAVE to be present at a meeting to make it official. When the mmotion is called for a vote EVERYONE has the same "power" - one vote. (In SOME boards the president does not vote, but in most cases - especailly where boards are under 12 members, the president does vote just like any other director.)

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