November 11, 2017 OK – lets outline this in the simplest way. The members elect the directors who serve at the pleasure of the members. Thus: THE EXECUTIVE BOARD The directors elect (and at times appoint) the officers who serve at the pleasure of the directors. For example: two key West Virginia codes cover this with: CHAPTER 31E. WEST VIRGINIA NONPROFIT CORPORATION ACT. ARTICLE 8. Directors and Officers. CHAPTER 36B. UNIFORM COMMON INTEREST OWNERSHIP ACT §36B-3-103. Executive board members and officers. and §36B-3-106. Bylaws. A layman’s explanation by Hughs Gill Cochrane P.C., California attorneys. WHAT’S THE DIFFERENCE BETWEEN DIRECTORS AND OFFICERS? TIP: follow your governing documents – not all governing documents are the same.