Selecting & Changing Officers

Unless an association’s bylaws or articles state otherwise, officers are appointed by a majority vote of the board of directors.  (Corp. Code § 7213(b).) The appointment/selection of officers by the board is typically performed in an open board meeting immediately following an association’s annual meeting where directors are elected by the membership. The meeting where officers are selected by the board is often defined as an “Organizational Meeting” in association governing documents.

Because officers serve at the pleasure of the board, the board may change officers at any time with our without cause, unless otherwise stated in the association’s governing documents. (See “Officer Removal & Resignation.”)

Open to Membership
The appointment/selection of officers does not fall within the matters specified under Civil Code Section 4935 which the board may act upon in executive session. The selection of officers is therefore performed during an open board meeting that members have the right to attend and observe.

Officer Qualifications
Unless required by the association’s governing documents, officers are not required to be directors or members of the association. Any qualifications for officers are often found in an association’s bylaws.