The bylaws of a homeowners association (“Association” ) will contain provisions pertaining to HOA Officers. Those provisions will specify such things as : (i) what officers the Association must have; (i) when they are elected and the length of their term; (iii) when an officer can be removed; (iv) the process for resigning; (v) the process for dealing with vacancies; and (vi) the powers and duties of each officer. The officers that are typically provided for include:

  • President
  • Vice President
  • Secretary
  • Chief Financial Officer / Treasurer

In addition to the above-named HOA officers, an Association’s board is typically empowered by a provision in the bylaws to appoint such other subordinate officers as the Association may require. The powers and duties of such subordinate officers should be specified in the bylaws and/or determined by the Association’s board of directors. Except as limited by a provision in the bylaws, it is possible for the same person to hold two or more offices (it is common for an Association’s bylaws to prohibit the same person as serving as either the secretary or chief financial officer when they are also serving as the president).
The HOA officers are chosen each year by a majority vote of the directors at their first regular meeting that follows the annual meeting of the Association’s members and the HOA officers are subject to the control of the Association’s board of directors. The selected officers then serve until he or she either resigns, becomes disqualified to serve, is removed, or until his or her successor is elected and qualified. Any officer can be removed with or without cause by the Association’s board of directors acting at a regular or special meeting. An officer can resign his or her office at any time by providing written notice as specified in the Association’s bylaws (typically by delivering the notice to the board, or the president, or the secretary). A vacancy in an office that results from any cause must be filled in the manner prescribed in the bylaws for regular appointments to the office that became vacant (typically majority vote of the directors).
The powers, duties and responsibilities of the HOA officers that are set forth in the Association’s bylaws are generally described as follows:
President.

  • Has general supervision, direction, and control of the affairs and HOA officers.
  • Presides at all meetings of the Association’s board of directors.
  • Vested with the general power and duties of management usually vested in the president of a corporation.
  • Such other powers, duties and responsibilities as may be prescribed by the board or the bylaws.

Vice President.

  • Performs the role of the president in the absence or disability of the president.
  • Such other powers, duties and responsibilities as may be prescribed by the board or the bylaws.

Secretary.

  • Maintains a book of minutes of all meetings of directors and members with:(I) the time/place of the meeting; (ii) whether the meeting was regular or special; (iii) if special, how authorized; (iv) the method of notice given of the meeting; (v) the names of those present at directors meetings; (vi) the number of members present in person or by proxy at member meetings; and (vii) the proceedings at the meeting.
  • Maintains a current record of the members of the Association with their addresses.
  • Provide appropriate notice of all meetings of the Association’s board.
  • Maintains the seal of the Association.
  • Such other powers, duties and responsibilities as may be prescribed by the board or the bylaws.

Chief Financial Officer/Treasurer.

  • Keeps / maintains accounts of the properties and business transactions of the Association including accounts of assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
  • Deposits Association funds and other valuables in the name and to the credit of the Association with depositories designated by the board of directors.
  • Disburses Association funds as directed by the Association’s board of directors.
  • Render accounts as required of transactions and the financial condition of the Association.
  • Such other powers, duties and responsibilities as may be prescribed by the board or the bylaws.

Sample Provisions in Association Bylaws Re “Officers”
A sample of the standard provisions pertaining to an Association’s officers that are typically contained in the Association’s bylaws may be viewed via the below link. Association’s that have bylaws that do not include provisions that are described herein may be in need of amendment and should be reviewed with appropriate legal counsel for the Association.
Sample Bylaws Provisions re Officers