There is often confusion about the difference between directors and officers in condominium and homeowner associations.  Much of the confusion stems from the corporate world. In large corporations, the board members of a corporation are often different individuals than the officers.  For example, IBM has 13 individuals on its board of directors and nearly 20 different individual officers. In other words, there is no overlap between the directors and the officers.

In community associations, however, the individual board members are usually the same individuals who serve as officers.  Members of the association vote for and elect individuals to the board of directors. This is done at the annual meeting of the membership.  Once the board members are elected, the board members (without a vote of the owners) appoint individuals to fill officer positions.  The officer positions consist of a president (or chairperson), secretary, and treasurer. Some association bylaws authorize the appointment of additional officers.

There are differences between the roles and obligations of directors vs. officers.  First, under Oregon law, directors must be owners or co-owners of a condominium unit or planned community lot. (ORS 100.416 & ORS 639). If the unit or lot is owned by a corporation, limited liability company, or similar form of ownership, then an employee, member, or manager of the entity may serve on the board.  There is no similar statutory requirement, however, that officers must be owners or co-owners.

Second, board members are almost always elected by a vote of the association’s owners and (usually) may only be removed or recalled by a vote of the owners.  Officers, on the other hand, are commonly elected or appointed by the board members, without a vote and without the input of the ownership.  Most governing documents provide that officers may be removed by a majority vote of the board members-without a vote of the ownership.

Third, you may have heard that the president or chairperson of the association only votes in the event of a tie. This is true-especially in the corporate world.  However, at an association board meeting, the board members are voting in their capacity as board members, not in their capacity as officers.  Board members have a fiduciary duty to vote on association matters.  The owners elect directors because they trust and value the director’s judgment. Assuming the president or chairperson of the association is also a board member, the chair has a duty to vote!

Lastly, many governing documents outline specific duties of board members and officers. In most cases, there are significant differences between the authority of directors and the authority of the officers. Review those provisions carefully and look for differences between the roles.