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Voting Board Member: A Director or Officer?

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I am part of a HOA and was nominated and elected on the board of directors at our annual meeting. I hold a "voting" position. My question is this, am I an officer OR a director. (I am not a chairman, president, vice president, secretary or treasurer).

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I am part of a HOA and was nominated and elected on the board of directors at our annual meeting. I hold a "voting" position. My question is this, am I an officer OR a director. (I am not a chairman, president, vice president, secretary or treasurer).

 

You're both.

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You're both.

 

Well, he might be both. As a member of a board of directors he's definitely a director (as are the officers). But although RONR says (p.572) that directors should be classed as officers, and though the sample bylaws (p.585) do this, it's apparently not automatic.

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Well, he might be both. As a member of a board of directors he's definitely a director (as are the officers). But although RONR says (p.572) that directors should be classed as officers, and though the sample bylaws (p.585) do this, it's apparently not automatic.

 

Yes, well, directors should be classed as officers because that's what they are.

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Directors are listed among the "other officers" on page 461. Unless the bylaws specify that directors are not officers, then the directors are officers because RONR says they are.

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Directors are listed among the "other officers" on page 461.

What it says on p.461 is that the bylaws can provide for other officers and that, among these, directors may be included.

 

As I read it, a director is no more an automatic officer than is a librarian.

 

In this instance, it's not at all clear that (unlike the sample bylaws in RONR), the bylaws class the directors as officers.

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What it says on p.461 is that the bylaws can provide for other officers and that, among these, directors may be included.

 

As I read it, a director is no more an automatic officer than is a librarian.

 

In this instance, it's not at all clear that (unlike the sample bylaws in RONR), the bylaws class the directors as officers.

 

The bylaws can provide for other officers, of which directors may be included because not all societies have directors. But if the bylaws do specify that there are directors, then those directors are officers because that is how RONR defines them. If the bylaws do specify that there is a librarian, then the librarian is an officer because that is how RONR defines it.

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The bylaws can provide for other officers, of which directors may be included because not all societies have directors. But if the bylaws do specify that there are directors, then those directors are officers because that is how RONR defines them. If the bylaws do specify that there is a librarian, then the librarian is an officer because that is how RONR defines it.

 

Unless the bylaws say otherwise, such as by including an enumerated list of officers which does not include the directors.

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Unless the bylaws say otherwise, such as by including an enumerated list of officers which does not include the directors.

That depends on the wording. Since the directors fit the dictionary definition of "officer," wording that doesn't exclude all but those in the list may not mean that those officers not include in the list are not officers of the society.

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I am part of a HOA and was nominated and elected on the board of directors at our annual meeting. I hold a "voting" position. My question is this, am I an officer OR a director. (I am not a chairman, president, vice president, secretary or treasurer).

 

Out of curiosity, why does it matter?

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Unless the bylaws say otherwise, such as by including an enumerated list of officers which does not include the directors.

 

Yes, the bylaws may provide otherwise, either expressly or by necessary implication.

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