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Board Members versus Officers

Many Board Members are confused about the difference between Board Members and Officers of the Association. The same individuals often serve as Board Members and Officers, but that is not always a requirement and the following are some of the guidelines contained within most documents.

The members of the Association for a specified term elect Board Members at an annual meeting. As an alternative, the Board may appoint them if there is a vacancy in a Board position. The Board is the decision-making entity of the Association and has the ultimate responsibility for the activities within the association. The Board Members are the individuals who will vote on issues that come before the association at regular, specific, or executive meetings.

The Board appoints officers for a specific purpose. They are appointed during an organizational meeting that is conducted after your annual election. They typically serve for a one-year term but they may be removed from their officer role (not board member role) by a vote of the Board. In many associations, the Board members appoint the officers from amongst the members of the Board. However, in some bylaws the Board is permitted to appoint another member of the homeowners association to fulfill an officer role without them being on the Board. These individuals do not have voting power but do have a role to serve and duties to perform.

The standard officers of an association include:

  • President – This individual serves as the Chairperson and normally has the general supervision, direction, and control of the business and officers of the Association.
  • Vice President – In the absence of the President, the Vice President shall perform all duties of the President. This position may also have other authority and duties as provided within the bylaws or directed by the Board.
  • Secretary – the Secretary has the responsibility for keeping the records of the Corporation including maintaining a set of minutes in a minute book, copies of any resolutions or other corporate documents.
  • Treasurer (or Chief Financial Officers) is responsible to ensure that records of account are being kept (financial statements, etc.) They will report to the Board at least on a quarterly basis that all financials, statements, bank statements, reconciliation reports, etc. have been reviewed. The Treasurer will provide input and guidance to the Board before capital expenditures are approved as well as provide suggestions during the budgeting process.

The Board of Directors may elect other Officers, as they deem proper as long as it is consistent with the By-laws. Servicing as an officer is an excellent method in which to focus your participation on the Board and to contribute in a more specific manner.

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