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Board of Directors and Officers: What’s the Difference?

board_of_directorsIn the community association context, members commonly confuse the roles of members of the Board of Directors and those of officers of the Association.   This is understandable since in many community associations, the Association officers also serve as members of the Board.   However, as in any non-profit corporation, the roles of members of the Board of Directors and officers of a community association are distinct, and a clear understanding of this distinction is essential to proper community association governance.

The membership of the community association elects members of the Board of Directors pursuant to the association’s Bylaws.   This election commonly occurs at the Association’s annual meeting.  Once elected, the Board of Directors serves as the governing body of the community association, and members of the Board are the only parties entitled to vote on actions taken by the association as a corporation.  For example, the Board determines by majority vote how monies are spent, when to hire and fire employees and contractors, and how to handle a broad range of other responsibilities for the community.  

Officers, on the other hand, are appointed by vote of the members of the Board.  Typical officer positions are President, Vice-President, Treasurer and Secretary.   In most community associations, the new members of the Board of Directors will appoint officers as one of their first actions after being elected to the Board.  Importantly, while members of the Board often appoint officers from amongst the members of the Board, officers do not need to be Board members or even members of the association unless the association’s Bylaws so provide. 

The Board makes broad policy decisions and the officers are given the authority by the Board to carry out these decisions.   While each of the officer positions are often allocated certain responsibilities under the association’s Bylaws, the Board directs the officers in the performance of their duties and can establish additional officer duties.   Notably, officers cannot vote on corporate actions based on their status as an officer of the Association. If an officer is also a director, he or she votes by virtue of his or her status as a member of the Board of Directors, not in his or her capacity as an officer.   

A final, and important, distinction between members of the Board and officers commonly arises when a Board wants to remove a Board member and/or officer who fails or refuses to perform his or her duties.  Generally speaking, since members of the Board of Directors are elected by the membership of the community, they can only be removed from the Board by a majority vote of the membership.   There are exceptions to this rule.  For example, some community association Bylaws do allow the Board to remove a Board member by majority vote of the Board if such Board member is delinquent in the payment of assessments or has failed to attend a certain number of Board meetings.  But in the majority of community associations, the Board of Directors cannot vote to remove a fellow Board member.   

In contrast, since officers of the Association are appointed by the members of the Board, they can be removed from their officer positions by majority vote of the Board.  So, practically speaking, if a Board member who also serves as an officer, such as treasurer or president, fails to perform his or her officer functions, the rest of the Board can vote to remove him or her from the officer position.  However, that person would still be a member of the Board and entitled to vote on association matters unless removed from the Board by a vote of the entire association membership. 

Tags: Board of Directors, Officers, Roles

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