Let’s start with the basics. Every board has both directors and officers, and those roles are different. “Typically, the association membership elects the board of directors, and the board elects or appoints its officers,” explains Nancy T. Polomis, a partner at Hellmuth & Johnson PLLC in Eden Prairie, Minn., who advises homeowners associations.
Who can serve as a director or officer? The answer is controlled by an association’s governing documents. “That really depends on what the association’s bylaws say,” says Polomis. “Some will allow nonassociation members to be directors and/or to be officers. Some will restrict board membership to association members. Some will restrict officers to those who are members of the board of directors, which means the officers are usually also directors—for example, somebody on the board is also president— but that doesn’t have to be the case. You could pull in somebody who’s not on the board to be president. But most times, associations don’t do that because sensitive issues are discussed. Most require at least the president and treasurer to be members of the board of directors.”