Officers Defined. Directors are elected by the membership, while officers are chosen by the board to keep minutes, oversee financial matters, etc.
Changing Officers. Officers are required by statute but because they are appointed by the board, they serve at the pleasure of the board. (Corp. Code § 7213(b).) As a result, boards can change officers at any time, with or without cause. If a board decides that a director serving as president, secretary or treasurer has become disruptive or is no longer effective, the board can remove the person from office and appoint another to fill the position. No warnings need be given and no hearings held since changing an officer does not fall under the umbrella of rules violations and monetary penalties.
Agenda Item. The appointment of new officers takes place in duly noticed open session board meeting. However, discussion may take place privately in executive session if the matter involves potential legal issues. Depending on the circumstances, the change in officers can be made at a regular board meeting, a special meeting, or an emergency meeting.
Removed Officers. Removing a director from an office is not the same as the board declaring a seat vacant or the membership recalling a director. Directors who are removed as an officer (President, Secretary, Treasurer) continue to serve on the board with all of the rights and privileges of a director.
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