Understanding the Difference Between HOA Directors and Officers

Virtually all states have statutes and all HOAs have bylaws and/or other governing documents which mandate that the association have at least the following officers: President, secretary and treasurer, but many wonder what is the difference between HOA directors and officers. Association bylaws also generally contain provisions that: (i) allow for additional officers at the discretion of the board of directors; and (ii) provide a description of the duties of each officer.

Frequently, Association members are confused about the difference between HOA directors and officers. The directors are elected by the members of the association to serve for specific terms that are contained in the association’s bylaws, and the officers are elected by, and serve at the pleasure of, the board of directors. Thus, the officers can be removed and replaced at any time by action of the board. Another distinction is that the officers have no voting rights, whereas the directors do.

It is common for HOA bylaws to allow for certain multiple offices (not director positions) to be held by the same person. This often occurs in associations that have fewer members and smaller boards of directors. Such associations will frequently have the same person serve such roles as the V.P./Secretary, or the Secretary/Treasurer.

The association’s bylaws should also specify the qualifications for the various officers and when the officers are selected by the board. Although directors are frequently elected to the various officer positions, unless required by the association’s bylaws, the officers need not be a director of the association. Bylaws typically require the election of officers at an open meeting of the directors immediately following the annual meeting of the association’s membership where new directors are elected. The officers are determined by a majority vote of the directors and not by the unilateral appointment of one officer, such as the president or a manager of the association.

To become an officer, one must: