08-25-2022 10:33 AM

Dear Ray Harwood, 
I would love for you to take a look at our Officers section in our ByLaws.  This section starts with "The officers of the Association shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer."   
"The Board of Directors at each annual meeting shall elect or appoint a President (who shall be a director)"  
"The President shall be the Chief Executive Officer of the Association"  

with these three phrases, how does this line up with your blog post?  

I am struggling to understand the Officer vs Director question in our board and Bylaws.  

Thank you! 

03-10-2022 04:51 PM


Thanks for thinking through this! I wish more people would. 

One way I like to explain it: Suppose you’re a small business owner, and your daughter works for you. You have multiple roles: parent and employer. There are some things you can say or do as a parent that you can’t say or do as an employer – and vice versa. You would want to always be aware of which role you are in during a given conversation. Further, you have a responsibility to make sure your daughter understands what role you’re in when you speak to her. Perhaps most of the time it is obvious, but when it isn’t, you have the responsibility to communicate which role it is. 

So at an association board meeting, if you are the association president for example, your bylaws likely say you get to chair the board meeting – but during the meeting, your primary role is that of Director, to work together with the other Directors to make decisions for the good of the overall association.

After the meeting, an owner comes to you for advice on how to submit an Architectural Request. Can you help them? I believe you can – but again you have to inform the owner that you are not advising them as a Director or as an Architectural Review Committee member, and that your guidance is not binding on the association. 


03-10-2022 02:56 PM

Dear Ray,

This is really interesting.  I noticed this in our governing documents, but for the life of me, couldn't exactly figure out how a non-board member could be an officer.  Once you explained this (and my mind started trying to make sense of it) slowly I am understanding what this might mean.  Am I correct in thinking decisions are made by the Board, but officers don't necessarily have voting rights on decisions?  This may be a simple way of explaining a complex situation and one that isn't discussed frequently.