Directors Defined. A "Board of Directors" is the elected body that governs a common interest development. The Corporations Code defines "directors" as:
natural persons designated...elected or appointed...to act as members of the governing body of the corporation. A person who does not have authority to act as a member of the governing body of the corporation, including through voting rights as a member of the governing body, is not a director... (Corp. Code §5047.)
Board of Governors. "Board of Governors" is an older term that is rarely used today. It was used in early common interest developments when they were unincorporated associations. As the industry evolved and the Department of Real Estate required that developers incorporate all new associations, they added bylaws to their CC&Rs and boards were defined as "boards of directors" instead of boards of governors.
Number of Directors. The number of directors elected to a board is established in an association's articles of incorporation and repeated in the bylaws. The number is almost always an odd number so as to avoid dead-locked boards. The number of directors is usually five. Very small associations sometimes call for three directors and very large associations may have seven or more.
Officers. Although officers are normally directors, their roles are different. See comparison chart.
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