Officer vs. Board Member
I have been asked twice in the past week for sample job descriptions for HOA Officers. The requests prompted a quick search of my personal files and a cursory review of the many books on my office shelf – both were unproductive. An internet search produced one brief, but well-intentioned article that lacked substance. As a result, I will post qualifications/job descriptions for officers on this blog over the coming weeks.
Before doing so, I think it is important to explain the difference between officers and board members as the two are often confused.
- Board members are elected by the general membership (homeowners) at the annual meeting.
- Officers are elected by the board.
Number - The number of board members required for your Association should be clearly enumerated in the bylaws. Example: “there shall be no more than five directors, and no less than three directors”. It is important that you do not exceed the maximum number of board members as stated in the bylaws (more is not necessarily better), nor should you fall short of the minimum number required.
Terms - how long does a board member serve? Often terms are staggered and are two or three years in length. This prevents all the board members terms from ending at the same time and allows for overlap and sharing of institutional knowledge between the new and the more tenured board members.
Election Process - The bylaws also typically spell out the election procedures. They should outline the following:
- Nominations process – is a committee required?
- Notice – how many days in advance must the membership receive all the election/meeting information?
- Quorum – how many members must vote in the election?
- How the election can be held (ballot, proxy, etc.)
Officers - Once the board has been elected by the members, the board then needs to elect its officers. Typically this is done at the first board meeting following the annual meeting. Associations are required to have at least the following three positions: President, Secretary and Treasurer. Some bylaws will allow you to combine the Secretary and Treasurer position. The officer’s terms are always limited to one year’s length.
So an individual may be elected to a three-year term as a board member, but may or may not serve as an officer of the board during their term. Regardless of the length of their board term, their officer term is always one-year’s duration. Here are several examples:
- Smokey Point Association has five board positions, but only three officer positions. Therefore, two board members are not officers, but members at large or possibly committee chairs. All positions are important even if you do not have the extra responsibility of being an officer of the board.
- Horizon Ridge has three board positions and three officer positions. Therefore, each board member also serves as an officer.