What’s an “At Large” HOA Board Member? – Article by HOALeader.com
Is there such a thing as an “at large” director on an HOA board? If so, what does that term mean? Are the “at large” director’s responsibilities different from those of other homeowners association board members? Here are answers.
At Large = Not an Officer
The distinction between officers and “at large” board members starts with a more fundamental issue. “The one thing I think a lot of people misunderstand is the difference between directors and officers,” says James R. McCormick, Jr., a partner at Peters & Freedman LLP in Encinitas, Calif., who represents associations. “In California, owners vote for directors, and directors choose the board’s officers—the president, the vice president, and other officeholders. The documents usually say officers serve at the pleasure of the board.”
That’s also typically the case in Michigan. “Typically, most governing documents provide that the membership elects a given number of directors, who then decide among themselves under the same documents which directors will serve as officers—which are usually at least a president, vice president, secretary, and a treasurer,” explains Nathaniel Abbate Jr., a partner at Makower Abbate & Associates PLLC in Farmington Hills, Mich., who represents associations. “Many documents also provide that a director may be chosen to serve in two roles as an officer, other than president and vice–president. That provides for succession to the presidency in the event of the president’s disability, death or resignation, or to fill in for the president during absences.”
So where do “at large” board members come in? “The directors who don’t become officers are essentially ‘at large’ board members,” says Abbate, “and they fill whatever roles are allotted to directors and also often serve on ad hoc committees the board decides to form. But ‘at large’ isn’t a term used by any of the associations we represent.”
Jed L. Frankel, a partner at Eisinger, Brown, Lewis, Frankel & Chaiet PA in Hollywood, Fla., who advises community associations, also says few people actually call these directors “at large” board members, but in the rare cases when the term is used, it simply means a director is a board member, but not an officer. “It’s not uncommon for a board to have such non–officer directors,” he says. “These persons have the full duties and responsibilities as officer board members—for example, they may be authorized to sign checks—but without a designated office. They also attend and participate in board meetings and vote on all the issues decided by the board.”
Demoted Directors Become “at Large”
Abbate also notes that many documents provide that a majority of directors may vote to remove an officer from his position, leaving that person an “at large” member of the board. “Doing so only strips that person of officer status and doesn’t remove him from the board,” he explains. “So a president can be voted out of office—usually for any or no reason—but that vote won’t remove him from the board. Because the entire membership voted him onto the board, it only makes sense that only the entire membership can vote to remove him from the board entirely.”
To do that, adds Abbate, it’s usually necessary to petition for a special meeting by a certain percentage of members and then vote at that meeting to remove the board member.