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The Roles of Officers and Directors

August 28, 2018 10:37 AM | Talia Lionetti (Administrator)

By: James A. Slowikowski, Dickler, Kahn, Slowikowski & Zavell, Ltd. 

All condominium, master, and community associations have directors and officers, but the roles of directors versus officers are often misunderstood. The officers, while also directors, have distinct, additional functions and duties. Many times there is a mistaken belief that the officers have some decision making authority, but they do not. 

The directors are elected by the association membership. The board of directors is responsible for the operation and management of the association and all of the property. The directors, as a board, make all of the decisions necessary to operate the association. All decisions must be made by the board at an open board meeting. When a quorum of the board is present, the decisions are made by the vote of a majority of the board members present. Generally, no single director has any legal authority to make decisions for the association. These decisions must be made by the board. In some instances, the board may authorize and direct certain officers or directors, or management, to take a specific action, but the board must have first approved the authorization and direction at the board meeting. 

The officers of the association are generally elected by the directors, from among the board of directors. The officers do not make decisions, that is the function of the board. The Condominium Property Act and the Common Interest Community Association Act require that each association must have a president, a secretary, and a treasurer. Some bylaws may provide for other officers, such as a vice-president or an assistant secretary. The officers have specific functions which are identified in the Acts and in the bylaws. 

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