Officer vs director
Two titles that get used interchangeably on most boards, and shouldn't be.
A director is a voting board member elected by the homeowners to govern the association collectively. An officer, such as president, vice president, secretary, or treasurer, is a role the board elects from among itself to carry out specific duties. Most officers are also directors, but not every director holds an officer title.
Two different elections
The homeowners elect the board of directors. The board, once seated, elects its own officers from among its members. NowackHoward, an HOA law firm, describes the split this way:
"The homeowners...elect members of the association's board of directors," while "officers...are elected by vote of the members of the board."
Source: Differences Between HOA Board of Directors vs. Officers, NowackHoward
A director's authority traces back to a vote of the whole membership. An officer's authority traces back to a vote of the board itself, plus whatever narrow duties the bylaws assign the office.
One person, two hats, usually
In most HOAs, officers are chosen from the sitting directors at an organizational meeting held right after the annual election, so the same handful of people end up wearing both hats: one vote as a director, plus whatever duties come with their title. A director who is never given a title, sometimes called a director-at-large, still has a full board vote and often acts as the board's liaison to a committee.
Whether your bylaws require every officer to also be a director, or allow someone outside the board to hold a title, is a bylaws question, not a universal rule. Check yours.
The gap that matters most: removing someone
The two-election structure is more than trivia the moment someone needs to go. Removing an officer, say, stripping the treasurer title while leaving that person on the board, is normally a board decision. Removing a director from the board entirely is a membership decision, because the membership put them there in the first place.
"Directors...can only be removed from the board by a majority vote of the entire membership." Officers, by contrast, "can be removed from their officer positions by majority vote of the board."
Source: Differences Between HOA Board of Directors vs. Officers, NowackHoward
The exact vote required for either move, and how much notice it needs, is set by your state's nonprofit corporation statute and your bylaws, and the two differ from state to state. In some states, officers serve "at the pleasure of the board" and can be swapped out anytime with no cause required; other bylaws set a fixed term instead. Check yours before assuming either way.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A homeowner asks who elected the HOA's treasurer. What's the accurate answer?
A board has five directors. Two of them hold no officer title at all. What are those two, in HOA terms?
The board votes to strip someone of the secretary title, but they keep their board seat. Whose vote made that happen?
Sources
- Differences Between HOA Board of Directors vs. Officers, NowackHoward
- HOA Appointing New Board Member: Determining Who's in Charge, NowackHoward
- Individual HOA Board Members: Your Authority is Limited, Pavese Law Firm
- HOA Member At Large: Roles & Responsibilities, Vinteum
- Selecting & Changing Officers, FindHOALaw, Tinnelly Law Group
Board Roles
Next up: see exactly how a board turns newly elected directors into officers at its organizational meeting.
Whether officers must also be directors, whether one person can hold two titles, and exactly how a director or officer gets removed all depend on your state's statute and your own bylaws.