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Can our Community Association change the size of its Board of Directors?

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An issue that sometimes arises in a condominium, townhome, or homeowners’ association is changing the number of members that serve on the board of directors.  The board must first determine whether the association is required to have a particular number of directors on the board.  The association’s Bylaws or Articles of Incorporation will often establish guidelines for the size and eligibility for the board.  Minn. Stat. Chapter 317A offers additional guidance.

Minn. Stat. §317A.203 provides that a board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the Bylaws or Articles of Incorporation.  Therefore, the Bylaws or Articles can set a higher minimum, but the association cannot have fewer than 3 directors on the board. 

Minn. Stat. Chapter 317A does not place a maximum limit on the number of persons that can serve on the board of directors.  The Bylaws or Articles sometimes set a fixed number of persons that serve on the board, and sometime establishes a permissible range, with a minimum and maximum number of persons that are permissible on the board.

When the association considers either increasing or decreasing the number of directors who serve on the board of directors, the association or the association’s legal counsel must review the Bylaws and the Articles of Incorporation to see whether the increase or decrease is permissible under the current documents. 

If the change in board size is not permissible under the current documents, then the association may need to amend its documents.  The procedure required to amend the documents will be set forth in the documents themselves.  If the Bylaws or Articles of Incorporation need to be amended, then the association’s legal counsel can assist in drafting an amendment document and a vote of the membership will likely be necessary. An association should always seek legal counsel before amending its governing documents.