Confusion with Officers and Directors

Is the Secretary and President an Officer and Director? The bylaws seperate the two and make it seems like the Secretary and President don't vote and only do specific duties. It shows that only directors vote in the bylaws and we never started as directors. The president and secretary are in the same household in our case and it seems that if we don't vote we are fine. Can anyone be a secretary and or president(meaning live outside the neighborhood)? So are we directors even if we are officers too. The Bylaws state that Directors have to reside in the community and that they are members. The bylaws says nothing specific about where officers should reside. The homeowners voted us in because they desperately needed help and no one wanted to take the position. New question: We have 4 officers and 3 directors? or 3 board members. So from the 3 directors wouldn't a quorum mean that 2 of the 3 have to be there or does it mean 4 of the 7 (which includes the officers. I have drawn the conclusion that the officers really don't make the decisions only board members or directors. Assuming that officers aren't directors.????

Our HOA elects officers first, then 5 board members. But they each have ONE vote when it comes to voting. No relatives are allowed on the board.

All this is stated in our bylaws.

RicH,

Do you reside in the community? "The Bylaws state that Directors have to reside in the community and that they are members. The bylaws says nothing specific about where officers should reside.The homeowners voted us in because they desperately needed help and no one wanted to take the position."

RicH, you are the one becoming frustrated and annoyed.

I meant *I* was too lazy to look up previous posts to see if this has already been asked by you and answered by us. I wasn't calling youlazy.

Please keep your shirt on. I wasn't getting snippy. You will know when *I* get snippy.

I am trying to give you clarity but you are still looking at things with unfocused glasses.

I will repeat this:

Our documents also speak about directors and officers separately. To the best of my knowledge, many, if not most if not all by laws do.

Your "unanswered" questions will remain so up to and until you post the exact language of your documents that discuss both officers and directors. That way we can take you by the hand and clarify for you what you are struggling with.

I know this is hard stuff. Very complicated. But if you approach it slowly, and I will continue to try to type that way for you, you just may "get it" and understand yet. (yes, that was moderately "snippy.")

Seriously, RicH, if you truly want help on what your by laws say, post the language of them regarding both officers and directors.

Until then, all we can do is try to help you understand generically.

A director is a member of the board of directors.

Directors all vote and all directors votes are worth the same, one vote.

"Officers" are "positions" that a director may hold while on the board. This isn't like the military where an "officer" "outranks" another board member or fellow officer. They just have different prescribed duties and responsibilities.

But, in many if not most cases, officers are still directors.