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.