Director or officer, what’s the difference?

A.B. writes:

Dear Paul:

Our governing documents mention that we are to elect directors and also speak of officers. What is the difference between the two?

Paul replies:

Dear A.B.:

This is a good question. Many people do not know the difference because the terms are often used interchangeably. Directors are the individuals who stand for election to your condo board. They are charged to run the affairs of the corporation. Officers are usually chosen from among the elected directors themselves unless a different procedure is required by the governing documents or legislation. In large organizations, officers have a slightly different role to play. Let’s use the example of a fifteen-member board of directors. Among the fifteen members, three or four might be chosen to serve as officers. Officers are normally the President, the Vice-president, the Secretary, and theTreasurer and will form what some call the executive committee. The officers will be charged with the power to sign cheques, enter into contracts, and represent the association in an official capacity. On the other hand, directors will provide overall leadership and strategic direction to the condo corporation. Directors are traditionally less involved with day to day operations. In some condo corporations, the executive committee members will be elected along with a slate of directors. However, In smaller condo boards the roles will be combined simply by reason of the number of people involved. In a board of five people, not only will the incumbents be directors, but they will also fill the officer roles. Practically, the difference may not be significant for condo boards. I hope this helps.

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