In the community association context, members commonly confuse the roles of HOA board of directors vs. officers of the association. This is understandable because, in many community associations, the association officers also serve as members of the board. If your HOA has a lawyer on retainer or is looking for a strong legal partner, a knowledgeable HOA lawyer will be able to help differentiate these roles.
Election and Duties of HOA Board of Directors vs. Officers
As with any non-profit corporation, the roles of members of the board of directors and officers of a community association are distinct. A clear understanding of this distinction is essential to proper community association governance.
The homeowners who form the membership of each community association elects members of the association’s 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 elected by vote of the members of the board. Typical officer positions are President, Vice-President, Treasurer and Secretary. Learn more about the duties of these HOA roles.
Ask Your HOA Lawyer Whether Your Bylaws Restrict Qualifications for Directors and Officers
In most community associations, the members of the board of directors will elect officers as one of their first actions after being elected to the board each year. Importantly, while members of the board often elect officers from amongst the members of the board, officers must not always be board members, or even members of the association, except where the association’s bylaws expressly require this.
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 the capacity as an officer.
Approved by Majority, Removed by Majority
A final, and important, distinction between members of the board and officers commonly arises when a board wants to remove a director or officer who fails or refuses to perform his or her duties – you might need a HOA lawyer for this one. Generally, since members of the board of directors are elected by the membership of the community, directors can only be removed from the board by a majority vote of the entire membership of the association.
There are exceptions to this rule, however. For example, some community association bylaws do allow the board to remove a director by majority vote of the board if the director is delinquent in the payment of assessments or has failed to attend a certain number of board meetings. However, for most community associations, the board of directors cannot vote to remove a fellow board member.
In contrast, since officers of the association are elected to office by the members of the board, officers 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 president or treasurer, fails to perform his or her officer duties, the other board members may vote to remove him or her from the officer position and elect a replacement. However, that person would still be a member of the board and entitled to vote on association business unless removed from the board by a vote of the entire association membership.
A talented HOA lawyer will be able to help your community association board navigate governance issues to help avoid potential missteps. Call NowackHoward’s HOA and condominium lawyers today to help your board with questions about director and officer roles and responsibilities or other concerns your association board may have.
Our attorneys are available by phone at (770) 863-8900 or email at info@nowackhoward.com.
