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Subject: Board vs Board of Directors vs Officers
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Author Messages
KathyM7
(Oregon)

Posts:2


05/04/2010 11:23 AM  
My question is:
Is there any difference between them other then the Officers having the President, Secretary and Treasurer Duties?
What’s the difference between them in voting on issues?
Are all of them board members with other duties?
Do the Officers have voting rights like the board members?
We have a Committee are they still a board member all the rights of the board?
Whats the difference between board and board of directors and Officers?

Thanks for your input... We are having big issues here about this stuff.
DanielH1
(California)

Posts:481


05/04/2010 11:56 AM  
Is there any difference between them other then the Officers having the President, Secretary and Treasurer Duties?

An Officer is like an employee/contractor. A Board Member is like an elected "owner". The Board supervises all Officers and all Officers report to the Board. Board Members who are also Officers must obey the Board in terms of their Officer duties but, in terms of their Board Member duties, participate like any other non-Officer Board Member.

What’s the difference between them in voting on issues?

Being an Officer does not entitle the person to vote on Board motions. Being a Board Member does entitle the person to vote on Board motions. If a person is both an Officer and a Board Member, the person is entitled to vote on Board motions.

Are all of them board members with other duties?

See above.

Do the Officers have voting rights like the board members?

See above.

We have a Committee are they still a board member all the rights of the board?

If a Committee Member is also a Board Member, he has all the rights and duties of a Board Member. If a Committee Member is not a Board Member, he has no voting rights, except perhaps for those established by the Committee. The Board can dissolve or change Committees at any time and in any way.

Whats the difference between board and board of directors and Officers?

The Board is a group of Board Members. A majority vote of the Board makes rules for the HOA. A Board of Directors is the same as a Board. Officers are like employees/contractors.
AdamK
(Arizona)

Posts:23


05/04/2010 12:07 PM  
Your CC&Rs should clearly define these terms as well as the voting rights or each. While the terms are used in every association, the definition MAY be slightly different especially when it comes where and how the terms are used in the rest of the governing documents.
SureshD


Posts:0


05/04/2010 12:29 PM  
+1 on your docs defining the positions.

DanielH1's explaination is not true in all cases.

Our Board is comprised of 5 total members. 4 of those are Officers (Pres., V. Pres., Treas., Sect.), one "at large".

Each Officer has defined roles and all have equal voting rights at Board meetings.

Committee members serve at the pleasure of the Board and do not have voting rights at Board meetings unless they are also a Board memeber.
KathyM7
(Oregon)

Posts:2


05/04/2010 12:30 PM  
Thanks so much that clears up alot.. Our CC&Rs don't clearly define these terms and the voting rights or each. So that's why we are confused.
again Thanks
AdamK
(Arizona)

Posts:23


05/04/2010 1:55 PM  
before you go any further i'd propose that you give definition to the terms and voting rights and add them to your documents. Every CC&R document I have come across on the web has definitions of these terms, and usually they shaddow what your state defines them as. But yeah, each association really is different when it comes down to it.
DanielH1
(California)

Posts:481


05/04/2010 3:10 PM  
I think that this fits into my explanation.

But, true, as other says, the definitions can vary slightly.
MaryA1


Posts:0


05/05/2010 7:50 AM  
Kathy,

All of this should be outlined in your bylaws, not the CCRs. It's the bylaws that address management issues of the assn. It should be stated who makes up the BOD (the directors) and how they are elected (by the members); who the officers are (selected from the directors) and how they are appointed/elected (in most instances by the board member). Usually an officer must be a director but not all directors are officers. Each member of the BOD (all the directors, including those who are also officers)have one vote for each issue voted on by the BOD. Bottom line: the BOD, the Directors and the Officers are all made up of the same people and are usually referred to as "the BOD". Also outlined in the bylaws would be the powers and duties of the BOD and the duties of the individual officers.
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Forums > Homeowner Association > HOA Discussions > Board vs Board of Directors vs Officers



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