Officer vs. Board Member

Posted on March 31, 2011. Filed under: Elections & Job Descriptions | Tags: , , , , , |

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.




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17 Responses to “Officer vs. Board Member”

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Does an officer have to be elected from the board of directors?

in Colorado do y9u know if there is any law the talks about the HOA”S board having right to restrict a homeowner from voting if his/her dues are not paid in full

What is a homeowner to do when their is no functioning board, elections have not been called for two years, no financial report has been given and no Board meetings are posted, yet the homeowner is required to pay annual dues with a non-existent Board and an illegal President.

The short answer to this question would be: “run for the board yourself”. The best way to see change is to seek to fully understand what has happened to create the current problem and become part of the solution.

The short answer to this question would be: “run for the board yourself”. The best way to see change is to seek to fully understand what has happened to create the current problem and become part of the solution.

Is there a minimum amount of ballots that need to be submitted during a Board member election? My HOA is claiming that not enough ballots were received during election, they even tried to extend the election for 30 days to alow for additional ballots to come in but none did. The existing Board ended closing the elction and the candidates running against them had no chance. The ballots that did come in will not even be opened. Is this how it should be done? I reside in California and I cannot find no where in the civil code that requires a minimum amount of ballots. It is unfair for the candidates that want a chance at the Board.

What do you do if you live in an association that is made of nine homes and no one wants to run for office or be on the board because they don’t want to follow some of the covenants, except for one of the homeowners.

Is an Officer of the Board (by-law does not require the Secretary or Treasurer be a Director) considered member of that board (per Robert’s Rules of Order it states that they are considered as members ‘ex-officio’) and thus entitled to be included in all Board activities unless otherwise denied access to an activity (such as executive board sessions) through the by-laws?

Our HOA has a bord made up of 5 members. We then elect a pres., v.pres.,secretary/treasurer and a “member at large”. Our newest member at large has turned out to be very self centered and very disruptive at meetings. He has caused our volunteer landscape resident much grief by his better than thou attitude toward her and has embarrassed the entire board by his asking and re-asking the same questions over and over again. We felt that this person did not have our community in his best interest and held an executive meeting where we voted a “no confidence” decision and voted him off of the board. Upon learning this he refused to vacate his position saying that we could not do that and charged us with trying to carry out a “coup”! We are now about to ask him in writing for his resignation to see where that goes.

For Ed Grant – Removal of Officers and Removal of Directors is normally controlled by the by-laws of the association. If it is not listed there in any detail then the Board should consult their lawyer to see how to proceed. In the 3 different associations I have been on it has been clearly defined (surprisingly enough the same for all three). Officers can be removed from office without cause by a 2/3 majority of the board. If the Officer is also a director then that does not remove them from the Board.Directors are voted off by 2/3 of the membership of the association. It may be different for your group so please review your by-laws and consult with the attorney.

For Erica Aguado – This is generally driven by your by-laws. The particular organization I am in now uses proxy as well as vote on the Annual Membership Meeting. The by-laws outline that 2/3 of the membership is required to be present to place a director. If that number is not present then the requirement is to adjourn, drop the requirement by half, call a new meeting and continue until the 2/3 can be accounted for by proxy AND present at the meeting. Another group I was with required only a majority of members present at the meeting (members were pretty active so there was rarely an issue with having anyone present out of the 2,800+ members). Basically, the process should be clearly defined in your by-laws and if not then the groups attorney should be consulted for more definitive answers. It may even require a by-law revision to make it more respectful of the associations activity level.

Our HOA can have 3 – 7 board members. According to common sense and what I have experienced, you need an ODD amount of board members so there can never be a tie in a vote. Is there a law that states this?

Fay, There is no ‘law’ (unless otherwise stated in the groups by-laws) that would declare that an odd amount of directors be on a board. Some organizations deal with it in this fashion, and I quote from some old by-laws, “The President of the Board, or the Chair person of the meeting in the event that the President is not present, does not have vote at any time unless there happens to be a tie at which point the President cast the vote and the decision shall pass or fail based on that vote. There are no other circumstances in which the President may vote for or against any motion otherwise presented”. That is not always the case of course and then the standard rule (unless otherwise stated in your by-laws) is that a tie vote is a loosing vote because a majority decision was not reached. As far as I know all votes require a majority to pass. Hope this helps.

I see this is a rather old blog. However, I am going to ask my question and see if I can get an answer. Are the “Officers’ of the Board (the President, VP, Secty, Treasurer) who were Board members voted to be ‘officers,’ considered to the the ‘Executive Board?’ Can they make decisions between the 4 of them (a nine member board) that affect the association while denying the rest of the Board information or a say in the issue? Thanks YOU!

Question – If a person is a HOA Board member (Secretary) can that person also hold an Officer/President position on a club board?

Lynn – that depends entirely on your By-Laws. Please look at them closely and if there is no statement endorsing the combination then it is considered as not allowed.

Hello Kaye, This is a common question. The definition of Executive Board usually is the members that represent the business on a day to day basis. In the case of an HOA that is a likely possibility as well. The goal of all Directors is generally to ensure that the members and their property are protected and maintained through the use of the By-Laws, CCR’s and the ACC/ACR committees. There are times when some decisions have to be made on the fly such a those that are considered an emergency. This might include spending a specific amount of money in order to prevent harm to property or life. But in order that the Executive Board does not run away with itself there are usually policies to determine what actions these members, if any action at all, can be taken. And in most cases those actions would be supported by the board based on the emergent nature. As far as decisions being made without Board input then the remaining five members have the authority to bring motions that would countermand or limit Executive Board/Officer privilege. It is extremely important that all Board member become familiar with their By-Laws as well as members. Directors should also ensure that all policies are written down,. When it comes to legal precident (litigation involving ‘powers and duties’) word of mouth and ‘it is what we have always done’ requires a lot of legwork to support and often cases will be lost on the fact that there is a lack of evidence to acts that are ‘purported’ to be in place. Write policies/resolutions down to prevent misuse and misunderstandings of protocols.

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