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Condo | HOA Lawyers

Difference Between Directors and Officers By Jennifer B. Cusimano

Jennifer Cusimano

One of the more misunderstood concepts of community associations is the difference between a director and an officer.  Under Ohio law, all condominium and planned communities must be administered by an owners association.  The board of directors is the governing body that is responsible for the administration of the owners association.  The individuals who serve on the board of directors are elected by the owners at the community association annual meeting from among the owners.  Your association’s governing documents could have additional qualifications or restrictions regarding who is allowed to serve on the board of directors.

At its first meeting following the annual meeting, often held directly after the annual meeting and called the organizational meeting, the newly-elected board of directors elects officers from the members of the board including a president, secretary, treasurer, and other officers as the board deems appropriate.  As an example, Bob, Kim, and Sue are elected by the owners at the annual meeting to serve on the board of directors.  The newly-elected board has an organizational meeting directly after the annual meeting and votes to elect Kim as president, Bob as treasurer, and Sue as secretary.  Kim, Bob, and Sue will hold those officer positions until the next annual meeting, unless the board elects a different slate of officer positions during the year.

At any duly called board meeting, a majority of the board members can vote to change officer positions or remove a board member from their officer position; however, unless specifically stated in the Declaration or Bylaws (which is very rare), the board of directors cannot vote to remove an individual from the board.  In the above example, Kim could make a motion to remove Bob from his position as treasurer and if a majority of the board voted in favor of Kim’s motion, Bob would be removed as treasurer but would still be on the board of directors.  Kim could not have Bob removed from the board by making a motion that is approved by a majority of the board members.  Your association’s Bylaws set forth the method by which a director can be removed from the board of directors, and in almost all cases, an owner vote is required to remove someone from the board of directors. Remember that owners elect the board of directors and the board of directors elects the officers.  To help avoid confusion and to ensure accurate association records, be sure that your meeting notices, printed agendas, and statements at the annual meeting use the proper terminology, keeping in mind the distinction between directors and officers.

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