Officer Removal & Resignation

While directors are elected by the membership, officers are generally appointed by the board and thus “serve at the pleasure of the board.” (Corp. Code § 7213(b).)  Serving at the pleasure of the board allows for the board to remove or change its officers at any time with or without cause, unless otherwise stated in the association’s governing documents.

Distinct from Removing a Director from the Board
Removing a director from an office (i.e., president, secretary, treasurer, etc.) is distinct from removing a director from his seat on the board.  (See “Removal & Recall of Directors.”)  A director who is removed from his officer position continues to serve on the board and maintains all of his powers and authority as a director.

An officer may resign at any time upon written notice to the association without prejudice to any rights the association may have under contract with the officer. (Corp. Code § 7213(b).)

Filling Vacancies
Unless otherwise provided in an association’s articles or bylaws, a vacancy created by the removal or resignation of an officer is filled by a majority vote of the board. (Corp. Code § 7213(b).)