What Is The Difference Between Community Association Directors And Officers?

Husch Blackwell LLP

I recently read an article on the difference between condominium and homeowner association officers and directors by an attorney out of Ohio, Jennifer B. Cusimano of Kaman & Cusimano, LLC. It was well written, clarified a subject that is often confused, and inspired me to do my best to explain the difference to our readers.

In simple terms, directors are elected by the owners, officers are NOT. Officers are elected by the Board of Directors annually. This election generally takes place immediately following the election of the Board of Directors at a meeting of just the Board Directors (also referred to as Board Members). Officers serve at the pleasure of the Board of Directors, and absent something odd in the association documents, they can be removed at any time by the affirmative vote of the Board of Directors. (See, Section 181.0843(2) Wis. Stat.).

Directors on the other hand generally can’t be removed without the vote of the owners and then only at “a meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.” (See, Section 181.0808 Wis. Stat.). Your association’s governing documents could have other qualifications or restrictions regarding who may serve on the Board of Directors, like precluding both a husband and wife from serving simultaneously or requiring anyone with an association lien against their unit to pay the lien in 10 days or resign.

The key point is that owners elect Board Directors and Board Directors elect the officers. To help avoid confusion and avoid painful questions at depositions, ensure accurate association records and be sure that your meeting notices, agendas, and minutes use the proper terminology.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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