Appointing officers
The board picks its own officers, not the membership.
The board of directors appoints its own officers, usually at an organizational meeting held right after the annual election of directors. The board elects officers from among itself; officers do not have to be directors unless the bylaws require it, and the exact vote needed depends on your bylaws and state statute.
When the board chooses its officers
Directors and officers are chosen at different moments by different people. The membership elects directors at the annual meeting. Right after that, the newly seated board meets on its own, often called the organizational meeting, and that is where officers get chosen.
"Most bylaws provide that a newly elected board will meet as a board either immediately after the election, or within 10 days thereof or a similar short period of time."
Source: HOA Appointing New Board Member: Determining Who's in Charge, NowackHoward
The exact timing and the required vote for choosing officers come from your bylaws, not from any general rule. Check your bylaws for the window your board has to hold this meeting.
Directors elect officers; the membership does not
This is the distinction most new board members miss. Homeowners vote for directors. Directors then vote for officers, from among their own board.
"Officers...are elected by vote of the members of the board."
Source: Differences Between HOA Board of Directors vs. Officers, NowackHoward
The membership generally has no vote in who becomes president, secretary, or treasurer. That decision belongs to the board.
Do officers have to be directors?
Not automatically. A person can serve as an officer without being a seated director, and even without being an association member, unless your bylaws say otherwise.
"Officers must not always be board members, or even members of the association, except where the association's bylaws expressly require this."
Source: Differences Between HOA Board of Directors vs. Officers, NowackHoward
One person can usually hold more than one office too, unless the bylaws or a state statute forbid a specific combination. Washington's nonprofit corporation statute, for example, blocks one particular pairing:
"The same individual may not hold the offices of president and secretary."
Source: Revised Code of Washington 24.03A.585, Washington State Legislature
That is Washington's rule, not a national one. Whether your state restricts any office combination is a question for your own state's nonprofit corporation statute and your bylaws.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
Your association just held its annual election and seated five new directors. Under the common default, when does this board typically choose its officers?
A homeowner who is not currently a director volunteers to serve as secretary. Can the board appoint her?
Washington's nonprofit corporation statute blocks one specific pairing of offices. Which pairing is it?
Sources
- Differences Between HOA Board of Directors vs. Officers, NowackHoward
- HOA Appointing New Board Member: Determining Who's in Charge, NowackHoward
- Selecting & Changing Officers, FindHOALaw, Tinnelly Law Group, PC
- Revised Code of Washington 24.03A.585, Washington State Legislature
Board Roles
Curious what actually separates an officer from a director? Read Officer vs director next.
Whether officers must also be directors, what vote the board needs to appoint them, and whether any two offices may be combined all vary by your bylaws and your state's nonprofit corporation statute.