Adams Stirling PLC


QUESTION: What is a "Director at Large" and what authority does he have?

ANSWERThere 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.

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Adams Stirling PLC