There is often confusion about the difference between directors and officers in condominium and homeowner associations. Much of the confusion stems from the business world, where typically the board members of a corporation are different individuals than the officers. For example, IBM has 13 individuals on its board of directors, and nearly 20 officers--all different individuals. In community associations, however, the individual board members are usually the same individuals who serve as officers. There are distinctions between the roles.

First, 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 typically elected or appointed by the board members, without a vote and without the input of the ownership. Most governing documents provide that officers can be removed by a majority vote of the board members--without a vote of the ownership.

You may have heard that the chair 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. Assuming the chair 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. Review those provisions carefully and look for differences between the roles.

[As always, your association's governing documents may have provisions which are different than the general information provided above. Consult legal counsel if questions arise.]