Director/Officer Differences
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DIRECTOR - OFFICER DISTINCTIONS

Who Elects Officers & Directors? Members are sometimes confused by the difference between officers and directors. Directors are elected by and represent the membership, while officers are chosen by the board to keep minutes, oversee financials, etc. Merely being an officer does not give one the power to vote. In many sets of bylaws, officers need not be directors. When directors cast votes, they may incidentally be officers but when they vote, they vote as directors, not officers. The president, vice president, secretary and treasurer are allowed to vote if they are directors--but they are doing so as directors, not officers.

One Vote Per Director. It does not matter that a director is also an officer--it does not give him/her an extra vote. If the board consists of five directors, it has one for each director. "[Officers] cannot vote twice, once as a member, then again . . . [as an] officer." (Robert's Rules, 11th ed., p. 406.) Following is a table contrasting the differences between officers and directors.

DIRECTORS   OFFICERS

1. Elected by the membership.
2. Serve terms described in bylaws.
3. Qualifications described in bylaws.
4. Can be removed by the membership.
5. Have voting rights.

 



 
1. Appointed by the board.
2. Serve at the pleasure of the board.
3. Qualifications described in bylaws.
4. Can be removed by the board.
5. Have no voting rights.

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Adams Stirling PLC