QUESTION: The agenda for the January 30, 2024 Annual General Member Meeting includes the HOA election of 3 homeowners to the Board of Directors to fill the vacancies created by the expiration of the 2-year term of office for 3 current Board members. Following the adjournment of the meeting, the agenda shows the convening of an Open Board meeting, with the only agenda item the election of HOA Officers by the Board of Directors.
I am confused on the difference between the HOA Board of Directors and HOA Officers and who elects our Directors and Officers.
ANSWER: The differences in authority and responsibilities for members of the Board of Directors and the HOA Officers can be confusing. In our HOA’s case, since the 5 members of the Board of Directors (elected by HOA members/homeowners) also serve as one of the 5 HOA Officers (elected by the Board of Directors), the responsibilities and authorities are invested in the same 5 homeowners.
To expand:
(1) the members of the Board of Directors are elected by the members of the HOA, in accordance with non-profit corporation laws, and are responsible for managing the affairs of the HOA by virtue of their authority to vote on matters. Our Bylaws also assign the Board of Directors the authority to appoint a homeowner to the Board of Directors in order to fill a vacancy on the Board due to resignation, death, or disqualification of an elected and serving Board member.
(2) HOA officers are elected by Board members for specific areas of responsibility (also in accordance with non-profit corporation law), but do not have voting authority or privileges. Officers include the President, 2 Vice Presidents, Secretary, and Treasurer.
In general, for a nonprofit HOA like the Springs, a homeowner could be a Board member but not an Association officer, and conversely, a homeowner could be an Association officer and not a Board member – the two are distinctly different in function and authority. Historically, the Springs HOA has always had each of the 5 members of our Board of Directors also serve as one of the HOA Officers, although our Bylaws also allow the Board to elect additional Officers as they may desire, such as Assistant Secretary or Assistant Treasurer or a 3rd Vice President. Those additional Officers, however, would not have the authority to vote on HOA matters, as that authority and responsibility are assigned to members of the Board of Directors only, in accordance with our Bylaws and State nonprofit corporation law.
Our Bylaws describe the election and responsibilities of the members of the Board of Directors in Article IV, Board of Directors, while the election, responsibilities, and HOA Officer positions are stated in Article V, Officers. Article IV states that Springs homeowners elected to the Board of Directors by HOA members serve 2-year terms in office, while Officers are elected by Board members each year. It is possible and has occurred in the past that a member of the Springs Board of Directors served in one Officer position one year and then elected to a different Officer position the next year by his/her fellow Board members.
In large nonprofit corporations and in some large HOA’s, members of the Board of Directors serve as Directors only, while other members serve as Officers only (CEO/President, CFO/Treasurer, etc.).
An excellent article on the differences between a nonprofit’s Board of Directors vs its Officers is available at http://charitylawyerblog.com/2013/11/22/nonprofit-law-jargon-buster-directors-and-officers/, and is provided by permission of Charity Lawyer.
These website Discussion topics intend to remind Springs residents of the provisions in our Covenants, Conditions, and Restrictions (CCR’s) and in our HOA's governing provisions (Bylaws) that apply to all Springs residents solely by our election to live in this community.
The Bylaws are "the guidelines for the operation of the Homeowner's Association. The bylaws define the duties of the various offices of the Board of Directors, the terms of the Directors, the membership's voting rights, required meetings and notices of meetings, and the principal office of the association, as well as other specific items that are necessary to run the homeowner's association as a business."*
If you are a Springs resident who has misplaced your copy of the CCR’s or Bylaws, or are a new resident who wasn’t provided a copy by the previous owners or your realtor, you can view (and download in Adobe Reader [.pdf] format) the complete Springs CCR’s and By-Laws at the Consolidated Bylaws and CCRs section of this website, located in the Pages & Links tab.
*Definition from "Homeowners Association Law Frequently Asked Questions," Hatch, Little, & Bunn, LLP, Raleigh, NC
