What is a "Director at Large" and what authority does he have?
There is no office officer position called director at large
or member at large
. As provided for in Corporations Code §7213(a)
incorporated associations are required to have the offices of president, secretary and treasurer but no mention of director at large
. Robert's Rules of Order recognizes many offices but no director at large
. (Robert's Rules
, 11th ed., pp. 447-468.)
Even so, many in the HOA industry use the term to describe a director who is not an officer. A director at large has the same voting rights as all other directors but without the extra duties associated with being an officer. In non-HOA corporations, the title refers to a director who does not participate in the day-to-day management of the company and is sometimes referred to as an independent or outside director.