Officers Defined. Directors are elected by and represent the membership, while officers are appointed by the board to keep minutes, oversee financial matters, etc. Because officers are appointed by the board, they serve at the pleasure of the board. Corp. Code §7213(b).

Power to Remove Officers. As a result, boards may change officers at any time, with or without cause. If a board decides that the person serving as president, secretary or treasurer has become disruptive or is no longer effective, the board may remove that person from that office and appoint another director to fill the position. No warnings need be given to the person and no hearings are required. However, the matter must appear on the meeting agenda for action in open session. Discussion may take place in executive session if the matter involves potential legal issues that require advice of counsel.

Removed Officers. Persons removed as an officer continue to serve on the board with all of the rights and powers of a director. Removing a director from the board is handled differently from the removal of an officer.