Background Information

Item No. 1 - Terms (length of service between elections) for Directors.

POA Bylaws (the governing documents) clearly describe the following:

• The creation of 7 Directors.  Collectively, they make up the Executive Board (aka Board of Directors).
• The initial Directors were assigned terms of 3 years (4 Directors), 2 years (2 Directors) and 1 year (1 Director).
• The Directors were named - President, VP, Sec. Treasurer, At-Large, etc.
• However the initial Directors were not assigned TERMS BY NAME.  
• This means there is no specific term assigned to any specific director.  The Bylaws fail to adequately specify terms beyond the initial Directors.
• Luckily, the often quoted NC General Statutes found in 55A have clarified what is required to occur:
  •   § 55A‑8‑05. Terms of directors generally. (a) The articles of incorporation or bylaws may specify the terms of directors.  In the absence of a contrary provision in the articles of incorporation or bylaws, the term of each director shall be one year, and directors may serve successive terms.  

In summary, NC General Statutes in 55A show that all 7 Directors should take part in annual elections and have a term of one year. 

Item No. 2 - Officers and Directors

POA Bylaws (the governing documents) clearly describe the following:



• There are 7 Directors.  Collectively they make up the Executive Board (aka Board of Directors).  
• Directors are required to meet, govern and when necessary, vote on various items affecting the community.
• There are 4 Officers consisting of a President, Vice Pres., Secretary and Treasurer.  Only the President would vote in the event of a TIE amongst the Board of Directors.  
• The Officer section describes Officers being elected by the Members annually, at the annual meeting.
• The confusion has stemmed from the fact that the Director positions are named in the Bylaws (in a different section) and also include President, Vice President, Secretary and Treasurer as 4 of the 7 positions. 
• Although they often are, there is no requirement that an Officer also be a Director, only a member in good standing. 
• Officers and Directors are different positions, and described differently with different rules, procedures, authority, rules for removal, etc. throughout the Bylaws. 
  
  In summary, being a Director does not make one an Officer unless so elected annually, by the Members.  The POA does not currently have association Officers.