From the Institute of Directors (modified by Tom LePage for Condominium/Community/HOA application)

There are many fundamental differences between being a Director and a Manager; it’s not simply a trivial matter. The differences are numerous, substantial and quite onerous. The table below outlines the major differences between directing and managing.

COMMUNITY

DIRECTORS

COMMUNITY MANAGERS 

Leadership

It is the Board of Directors who must provide the intrinsic leadership and direction at the top of the Community; establish and maintain its vision, mission and values.

It is the role of Managers to carry through the strategy on behalf of the Board.

Decision making

Directors (via the Board) are required to determine the future of the community, its strategy and structure and protect its assets and reputation. They also need to consider how their decisions relate to the ‘Owners’ and the regulatory framework.

Managers are concerned with implementing the decisions and the policies made by the Board.

Duties and responsibilities

Directors, not Managers, have the ultimate responsibility for the long-term prosperity of the Community. Directors are required in law to apply skill and care in exercising their duty to the Community and are subject to fiduciary duties. If they are in breach of their duties or act improperly, Directors may be made personally liable in both civil and criminal law. On occasion, Directors can be held responsible for acts of the Community. Directors also owe certain duties to the Owners of the community.

Managers have far fewer legal responsibilities.

Relationship with Owners

Directors are accountable to the Owners for the Community’s performance and can be removed from office by them. Directors act as “fiduciaries” of the Owners and should act in the best interests of the Community.

Managers are usually appointed/hired and dismissed by the Board of Directors and do not have any legal requirement to be held to account unless agreed upon within a management agreement.

Ethics and values

Directors have a key role in the determination of the values and ethical position of the Community.

Managers must enact the ethos, taking their direction from the board.

Directing – transitive verb to organize and control the work of an organization or a group of people

Managing – transitive and intransitive verb to be in charge of something such as a store, department, or project and be responsible for its smooth running and for any personnel employed

Link – http://www.iod.com/guidance/briefings/cgbis-differences-between-directors-and-managers