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INCREASING THE NUMBER OF DIRECTORS

Some associations allow everyone who runs for the board to serve as a voting director, even if it exceeds the number called for in the bylaws. Exceeding the authorized number is improper and creates the potential for a legal challenge.

Amend Documents. If associations want to increase the size of their boards, they must amend their bylaws. They may also need to amend their Articles of Incorporation and CC&Rs. Articles of Incorporation sometimes set the number of directors for the corporation. Older CC&Rs, especially if the association was originally unincorporated, will establish the number of directors (sometimes called a board of governors). All three documents must be examined if an association seeks to change the number of directors of its board.

Recommendation. If an association has a board consisting of three directors and wants to increase it to five, it should amend its documents to provide for either 3 or 5 directors rather than fixing the number at five. This gives flexibility in the event it cannot recruit enough directors to meet the higher requirement. staggered 2-year terms will affect the drafting of the provision. Boards should have legal counsel prepare the amendment.

See "Reducing the Number of Directors"

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC