Association officers- should they be directors

Gerry,

The board must do what is specified in your bylaws. They cannot just do whatever the members say or even whatever they like. Most assn bylaws state that the members elect the directors and the directors, in turn, either appoint or elect the officers from among themselves. Let the members know this and if they don't like it then let them know they have the option of not voting to elect a particular member who they do not want to be an officer.

What officers are the members suggesting be created? I doubt that they've requested that officers be created just for the sake of being created.

Even if your bylaws prohibit appointing other officers if there's some need it might be possible to have a member head it up without the formality of being an officer but that's going to depend on what the roles and responsibilities are.

To all,
I am not sure this has been covered here specifically but our documents allowed the Board to appoint "Officers" among the membership. They are not Board members, have no Board vote, and report to the board as the authority to appoint them by the Board outlines. This is simply, from what I can figure, a vehicle for the Board to appoint and bestow some official capacity on a member that likely would agree to accept a special project. Many member have specific expertise in areas that could provide valuable guidence by an expert. A lawyer comes to mind. Our Board could, with his/her concurance, appoint them a "Officer" of the Board. Different than a Board Officer that would be a director. I would expect the appointment would have a termination date.

First I want to thank all of you for your help with this. Michael the condo is in Corpus Christi.
Our By laws do not state that the officers must be directors. They say that the directors will elect officers. The officers will serve at the pleasure of the Board.
In his book "Field Guide to Developing and operating your Non Profit Board of Directors" Carter McNamera writes that the President, Vice President Treaurer and Secretary be members of the Board.
At this point I want the person writing the checks and entering into contracts to be someone we all vote for. But I am trying to keep an open mind and learn if this works for anyone else. Thanks again

For comparison, I read the opposite in Gerry's post.

In the more common situation, where Directors choose the Officers, the word 'elect' doesn't say anything about who they 'elect' -- just that they do it by vote, as they do everything else. If there is no provision to restrict who can be an Officer, then it is not restricted. I don't like to use the terms "elect" for a Board vote or "member of the Board" for Director, just because they can be confused with other things, but these are still the terms I see most often in posts about governing documents.

Either Directors elect the Officers or the Members do it. Someone has to do it. I think it's more commonly the Directors, but some HOA's are structured to have the Members do it directly. (In the latter case, the Members usually to elect Directors as Officers, so the Officers are always Directors.) (I am not claiming to have statistical information about what is common -- I'm making a barely supported guestimate from reading thread in this forum and other similar, anecdotal information. I think it's still relevant in this context, but I want to avoid suggesting that I know something I don't.)

I suspect it actually is the accepted procedure in most Associations to choose Officers from among the Directors (as Mary said), regardless of whether this is required by the governing documents. My HOA has always done this, although only the Pres and VP are required to be Directors.

I certainly agree that we don't know what's in Gerry's governing documents, and it was a good idea to ask to post the relevant provision(s) from the Bylaws.

I would not elect from the community. For one thing, it would be hard to find a member of the community who would be willing to be the president of an HOA board for free.

I might go along with electing from the general membership, but what do your documents say the maximum number for board members is? Would not electing non-director officers exceed the number of board members allowed?

The Directors are responsible for the governance of the Association. I think it makes perfect sense for contracts and checks over a certain amount to require authorization of the Board and signature of a Director. The Directors should make the decisions, regardless.

But I don't see a problem if administrative chores are delegated to a Secretary or Treasurer who is not a Director (especially if this helps gets people who do those jobs better), and I like the idea of involving more homeowners this way and splitting up the work.

I'm no expert in governance -- this just seems sensible to me.

I'd like to see what posters who have studied governance have to say. Also, whether those who have had non-Director Officers and committee chairs encountered problems that could be related to that situation or think their Assoication benefitted from that.

Gerry,

Well, that doesn't spell it out exactly. However, I would say the best course of action is to continue as past boards have done: elect the officers from the directors who have been elected by the members. There is nothing in this article of the bylaws saying whether or not the officers are board members. But if the bylaws say there will be 5 board members and the membership elects all 5, then it stands to reason the officers would not be directors (voting board members)if they are not chosen from the elected directors. Why would someone want to serve in the capacity of an officer and not be a board member with voting rights and a say in running the assn when they, in fact, are doing all the work?

Is there a section titled "directors" that might shed more light on this issue?