Reducing the size of the board
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REDUCING THE NUMBER OF DIRECTORS

Large boards with 7, 9, 11 or more directors are generally unwieldy and unjustified unless the association is very large. Small to moderately-sized associations usually have 5 directors, and very small associations usually have 3. Associations with too many directors will sometimes amend their bylaws to reduce the number to 7 or 5 directors.

Term of Office. Any reduction in the number of directors does not remove any director prior to the expiration of the affected director's term of office. (Corp. Code §7222(c).)

Allowing All Nominees to Serve. Small associations sometimes allow everyone who runs for the board to serve on the board and vote, even if it exceeds the number directors called for in the bylaws. This is a violation of the bylaws and creates the potential for a legal challenge. Boards should keep to the number provided for in the bylaws, or amend the bylaws to allow for more directors.

Articles of Incorporation. In addition to amending the bylaws, any change in the number of directors might also require an amendment to the articles of incorporation. Articles should not set the number of directors but they sometimes do. Accordingly, associations contemplating a change in the number of directors should review both their bylaws and articles of incorporation. 

See "Increasing the Number of Directors"

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Adams Stirling PLC