AZHOC - Arizona Homeowners Coalition
Voice for homeowner rights and justice.

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Directors/Members at Large

I went to your seminar back in August of this year and one of my questions to you was to explain the role of Director/ Member at Large. Now I’m on our HOA board and you explained that Director/ Member at Large is not an officer but appointed by the board to help with the board and delegated some duties to the Director/Member at Large. If I’m not mistaken you also stated there can be as many as five Directors /Members at large to assist the board. We have another new board member that insists we’re allowed only one Director/ Member at Large. Is it up to five or only one Director/Member at Large? Thank you.

1 Response

  1. dennisl

    Carol;

    I apologize for my delay in responding to your question. The number of board positions are always dictated by your bylaws. Some will state a specific number and other will stipulate a range say between 5 and 7 directors. The board can then determine how many directors they want to have within that range. The community and only the community elects the directors and the directors then elect the officers, typically a president, vice president, treasurer and secretary. So if you have 5 board members and four of them are officers than the last one is a director at large. But if with the same 5 member board the directors decide to name one individual as both secretary and treasurer or if the board designates a person that is not a director based on expertise as the treasurer, than the board will have two directors at large. A director at large is simply a director that is not an officer of the corporation.

    The board cannot under any circumstance appoint a director at large that has not been elected to the board by the members of the community. The board can appoint assistants to the secretary or assistants to the treasurer that are not board members to simply help the board members in those positions to perform their duties. Those assistants have no voting power or authority to act on behalf of the association.

    Hopefully this clarifies the issue for you.

    Thanks
    Dennis

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