What is the Difference between a Director and an Officer?

Individuals may serve on a HOA board of directors for many years and not realize there is a difference between a director and an officer. In short, an individual is elected as a director to serve on the HOA board of directors and then the directors convene amongst themselves to select the officers.


The definition of an HOA director is an individual acting on behalf of the membership of an HOA. A director is responsible, along with other members of the board of directors, for overseeing the operation of the HOA and thus protecting the property values of the membership.


Directors have a fiduciary responsibility to the HOA membership in the exercise of their duties. Directors have the authority, as granted in the HOA’s governing documents and state statutes, if applicable, to hire and discharge vendors, call meetings of the membership, and determine other matters affecting the HOA.


Depending on the HOA’s governing documents, directors may or may not be members of the HOA, and may or may not have to be in “good standing” to serve on the board of directors. Generally, being in “good standing” means that the member is not in litigation with the HOA or is not past due with their HOA assessment payments.


The directors, or more precisely the board of directors, elects the officers. The HOA’s officers usually consist of a president, vice president, secretary, and treasurer. On an HOA board of directors, officers have specific roles and duties with regard to the operations of the HOA. Governing documents, generally the bylaws, specify the officer positions that are to be filled. Officers’ duties vary by position and may be specified in the governing documents, but the primary responsibility of the officers is the operation of the HOAs.


Generally speaking, the HOA president is responsible for the overall day-to-day activities of the corporation. However, the president acts under the direction of the rest of the board of directors.



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