BOD = Officers?

Has anyone ever heard of an HOA (35 homes) with a five member Board of Directors that can assign the positions of President, VP, Secretary, Treasurer to people who are not on the BOD?

The documents don't specify either way whether this should be possible. A member who desperately wants to be in charge of something has asked for the board to do such and stated that it doesn't contradict the covenants. It seems counter intuitive to me though. The officers wouldn't even be able to vote on things. Anyone else heard of such a thing?

So would the officers (P/VP/SEC/TREAS) have voting rights in your case or only the Board?

Rebecca,

Only the Board has Board voting powers, regardless of whether they also have an officer position.

Look at it this way:

A Board sets policy and (hopefully) implements and enforces it. The Big Picture stuff.

Officers perform designated duties. The Small Picture stuff.

As a Board member and our S/T, I wear two hats. But I only have a vote as a Board member.

Rebecca,

Can you post the exact language from your bylaws? I know some docs allow the board to appoint members who do not have voting rights. There is always a board of directors that is elected by the members. Some assn docs state the directors shall vote or appoint officers -- these officers are the directors who were elected by the members. And, some assn's require that the officers be elected by the members. It can be very confusing, that's why I ask that you post the exact language in your bylaws.

Rebecca,

You really have to read your documents. It's also possible the answer could be in your state laws on HOAs (if there are any) and on corporations.

Some HOAs require all officers to be selected from board members, others may not require any to be selected from board members. I'd guess that most associations require the president and vice president to be board members, but secretary and treasurer may not have to be.

Unless your documents specifically give voting rights to officers, only board members can vote. Thus, a board member who is also an officer, votes as a board member, not as an officer.

To answer the is it possible, I think it probably is. If your documents are silent, then you may in fact do this. But understand your post caused my red flag to jump up and hit me in exuberance.

A member who desperately wants to be in charge of something...
This one phrase sums the whole thing up for me and why my flag hit me. It is so brief and may in fact be written wrong. But it sounds so.....power hungry needy! And I can not imagine that a person simply wanting to help in some small way would actually ask to be made an officer of the corporation. Perhaps he/she could ask IBM. They probably already do have a secretary who is not a board member.

But seriously, if this person so wanted to hold a title why didn't the person run for the BOD? And if the person did run, do you want to appoint the person to power when your neighbors passed on them at the election?

If they want to be put in charge of something, I would look for something where they can't do damage that is for sure. And I would be very inclined to make the person prove his/herself before it was an officer position. Can you appoint the person as newsletter editor? Perhaps "special landscaping envoy" and charged with overseeing the landscaping crew.

If you really do trust the person I would suggest secretary since it seems the least likely to cause troubles.

Bruce,

My former assn had the "secretary from hell"; before holding that position, she was the "treasurer from hell". I warned the board not to appoint her as treasurer because she was so flaky, but they didn't listen. It would take too long to relate how she screwed up the books but it took me more than a week to straighten them out and even then I couldn't find about $100 in missing funds. I know she didn't steal the money; she just never accounted for it. She threw away all the coupons that accompanied the monthly assessment payments -- but she kept the envelopes!! So, then they elected her as secretary. Half of the agenda items discussed weren't even in the minutes; what was in the minutes was mostly wrong info; she could write a complete sentence; she lost records -- I could go on and on, but won't. But the worst thing about this was that the board never made any corrections to her minutes!

IMO, the position of secretary is very important. Keeping the official records of the association; taking clear, concise and accurate minutes of meetings are very important functions. The secretary is also resp. for preparing the agenda, noticing the meetings (which might mean complying with state law), etc., etc. IMO, a job whose importantance should not be taken lightly.

Glen,

Your bylaws are very clear and concise; however, I find mine a bit ambiguous:

Section 1 - Designation: The principal officers of the association shall be a president, one or more vice presidents, a secretary and a treasurer, all of whom shall be elected by the boad of directors. The directors may appoint assistant secretaries and assistant treasurers, and such other officers as in their judgment may be necessary.

Section 2 - Election of Officers: The BOD at its first meeting after each annual meeting of the members (or unanimous consent in lieu of thereof) shall elect a president, one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board or member of the association.

Section 3 - Other agents: The board of directors may appoint such other agents as it shall deem necessary who shall hold their positions for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

The officers of my assn are also the directors who have been elected; however, as you can see, this is not clearly specified. I know the reason for not requiring the officers to be members of the assn is that during declarant control that's the way it is. And, I suppose, the Advisory Board is justified by Section 3. The advisory board is present at all meetings, including executive sessions. They offer opinions to the board but do not vote on any issues.