Unless an association’s bylaws or articles state otherwise, officers are appointed by a majority vote of the board of directors to execute powers and duties that are either stated in the bylaws, or which are commensurate with the specific office held. (Corp. Code § 7213(b).) An association’s directors typically serve as its officers; however, there may be instances where an association’s governing documents permit non-directors to serve as officers. The office of an officer is distinct from that of a director in several respects. (See “Directors vs. Officers.”)
Associations that are incorporated must have the following officers:
- Treasurer; and
- Any other officers with any titles and duties as stated in the bylaws or determined by the board. (Corp. Code § 7213(a).)
The governing documents of unincorporated associations may contain provisions that require officers.
- Presiding over board meetings and membership meetings;
- Serving as the primary liaison between the board and the association’s manager;
- Serving as the primary liaison between the board and the association’s legal counsel;
- Co-signing association checks with either the secretary or treasurer;
- Serving as the general supervisor of the association’s general operations (i.e., communicating with association vendors), except in instances where some of those duties have been delegated to other parties such as the association’s manager; and
- Serving as an ex officio member of certain association committees.
- Ensure that appropriate meeting minutes are taken and approved;
- Sign a copy of the approved minutes;
- Ensure that proper notice is provided of board meetings and membership meetings;
- Oversee the preparation and maintenance of the association’s membership list;
- Ensure that various association reports and records are prepared and maintained;
- File appropriate documents with the Secretary of State; and
- Co-sign association checks with either the president or treasurer.
- Oversee the association’s operating account, reserve account, deposits, and investments;
- Ensure that the association’s financial documents are prepared and maintained;
- Ensure that the association’s bills are paid;
- Oversee the preparation of the association’s budget;
- Ensure that a reserve study is prepared;
- Ensure that tax returns are filed; and
- Co-sign association checks with either the president or the secretary.
“Director at Large”
There is no officer position entitled a “director at large” (or “member at large”) referenced or required under the Corporations Code. The term “director at large” is commonly used within the HOA industry to describe a director that has the powers and rights of other directors, but is not designated as an officer nor tasked with the additional duties associated therewith.
Delegation of Duties
Many of the duties required of officers and directors can be validly delegated to other persons, subject to certain limitations. (Corp. Code § 7210; See also “Delegating Duties & Authority.”)
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); See also “Officer Removal & Resignation.”)