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 since the changing of officers does not fall under the umbrella of rules violations and monetary penalties which require due process. Normally, the appointment of new officers would take place in open session. However, discussion may take place privately in executive session if the matter involves potential legal issues.
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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