Understanding The Distinction Between Directors And Officers Of A Homeowners’ Association

Homeowners associations are governed by directors and officers acting with the assistance of other people, such as property managers, who are delegated various responsibilities by the officers and directors. Frequently, members of a homeowner’s association mistake the association’s officers for directors and express confusion about the distinction between directors and officers, thinking that they are one and the same. While it is not unusual for the same person to serve as both an officer and a director, the positions and responsibilities are quite different and are independent of one another.

Directors.

The board of directors is the governing body of a homeowner’s association, responsible for the ultimate direction of the management of the affairs of the organization. Decision making by the board of directors is done through collected action of the directors at regularly scheduled or special open and executive session meetings. Directors are natural persons who are required by both state statutes and an association’s bylaws. The actual number of directors that constitute an association’s board of directors is specified in the association’s articles and/or bylaws. To avoid dead-locks in voting, the number of directors is generally an odd number such as 3, 5, 7 or 9. Directors are elected by an association’s members and the members can also take action to remove directors. Directors may also be appointed by action of the board when it is necessary to fill a vacancy on the board caused by a failure of members to elect a sufficient number of directors, or the death, incapacity, or resignation of another director. The qualifications for serving as a director, and the length of their term as a director, are specified in the association’ s bylaws. The directors have voting rights that are exercised through board meetings at which a quorum of the directors is present. A quorum is a majority of the association’s required directors. Thus, if an association’s bylaws require a five-person board of directors, a quorum would be three directors.

Officers.

Officers are also required by both state statutes and an association’s bylaws. The required officers are: