SharonC12
(Texas)
Posts:4
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| 02/21/2021 4:47 AM |
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| In the State of Maryland in the County of Anne Arundel, are HOA Officers required to be HOA Directors? |
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JohnC46
(South Carolina)
Posts:10607
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| 02/21/2021 7:52 AM |
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Posted By SharonC12 on 02/21/2021 4:47 AM
In the State of Maryland in the County of Anne Arundel, are HOA Officers required to be HOA Directors?
It depends on your association docs, not the state. |
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TimB4
(Virginia)
Posts:17373
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| 02/21/2021 8:45 AM |
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I haven't looked at the statutes.
Take a look yourself: https://codes.findlaw.com/md/real-property/#!tid=NA03512309CC311DB9BCF9DAC28345A2A
Typically, the governing documents only require the President to be a Director.
That said, it's also typical for the board to simply appoint themselves as Officers due to lack of (or expected lack of) volunteers. |
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JohnC46
(South Carolina)
Posts:10607
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| 02/21/2021 10:56 AM |
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| Our Docs require all Directors be members/owners and all Officers be selected from Members of the BOD. thus all Officers are members/owners. No outside BOD Members nor Officers allowed. |
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KerryL1
(California)
Posts:7832
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| 02/21/2021 12:06 PM |
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| Read your Bylaws, Sharon. Are you on the Baord? |
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SharonC12
(Texas)
Posts:4
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| 02/21/2021 3:49 PM |
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The Articles of Incorporation are clear that Directors govern.
The Declaration is clear that the Directors govern.
The Bylaws have a clear clause that the Directors govern, then there is a clause that says Directors supervise the officers, agents, etc., thus there is some question whether officers must be Directors. |
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TimB4
(Virginia)
Posts:17373
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| 02/21/2021 3:55 PM |
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Must they be?
As I posted, typically governing documents only require that the President is a board member.
Other positions may be filled by anyone.
However, as previously posted, there are rarely any volunteers so the board appoints officers from amongst themselves. |
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KerryL1
(California)
Posts:7832
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| 02/21/2021 4:23 PM |
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Can you please cite what else your bylaws say about Officers, Sharon?
Also check MD corporations codes on officers in corporations, which your HOA probably is.
Btw, why do you ask? |
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KerryL1
(California)
Posts:7832
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| 02/21/2021 4:24 PM |
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Can you please cite what else your bylaws say about Officers, Sharon?
Also check MD corporations codes on officers in corporations, which your HOA probably is.
Btw, why do you ask? |
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SharonC12
(Texas)
Posts:4
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| 02/21/2021 4:41 PM |
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| I ask because the President of the HOA is not a Director and it does not seem compliant from an instinctive perspective, if no other. |
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MaxB4
(Maine)
Posts:2
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| 02/21/2021 5:03 PM |
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| Sorry George, it looks as if Tim had you silenced. |
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SharonC12
(Texas)
Posts:4
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| 02/21/2021 5:06 PM |
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| I failed to answer an earlier question. I am on the board of a condominium association in Texas. My son is in the Maryland HOA where the President is not a Director. |
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TimB4
(Virginia)
Posts:17373
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| 02/21/2021 5:25 PM |
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Posted By SharonC12 on 02/21/2021 5:06 PM
My son is in the Maryland HOA where the President is not a Director.
The requirement to be a director would be contained in the governing documents.
Either the articles of incorporation or the bylaws.
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AnnaJ1
(Maryland)
Posts:49
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| 02/23/2021 6:21 AM |
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| I am in Maryland and president of our HOA. The requirement should be listed in the HOA bylaws. But, as I have always understood it, each board member is a director. Within the Board of Directors, there are officer positions, ie. president, secretary, VP, etc. To me, if you aren't first a director, how can you be an officer? It's almost like working at Walmart without being hired. |
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TimB4
(Virginia)
Posts:17373
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| 02/23/2021 2:12 PM |
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Hi Anna,
Almost right.
Each Board member is a Director. This is true.
Each Director sits on the board.
Each Director has one vote.
The Board, via majority vote, makes the decisions for the Association.
With the Association there are Officers.
Officers implement the decisions of the Board and handle the day to day tasks of running the Association.
Officers make reports to the Board so the Board can make informed decisions.
Officers may sit in on board meetings to make reports and answer questions but do not have a vote.
Officers Serve at the pleasure of the Board (the Board appoints and the Board may remove)
There are often some qualifiers for Officers (President must be member of board, The Pres. and VP may not hold dual officer positions, etc.). If there are no qualifiers for a position that specifies that the individual appointed to that Office must be a member of the Board (i.e. a Director) then that position may be filled by anyone the Board sees appropriate to appoint to that position.
Officers and Directors are two different positions with different authority and responsibility.
Often, due to lack of volunteers, both positions are filled by the same individuals.
This is simply like having two jobs within the same company. |
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