Board size Increase (WI)

A few years ago, our board was increased from 3 to 5 members. An issue was raised as to whether procedures were followed. Our bylaws/restrictions/language place no limits on min/max board members but also fail to explicitly spell out a procedure to follow to increase board size. We have a community member that works for a law firm that brought this to my attention just as an FYI. I am reluctant to ignore this information as it could possibly invalidate all past work and votes since we expanded our board.

Can anyone site worst case/best case scenario and steps needed to correct?

Here is all I could find under Bylaws heading. I cannot find anything that condemns or condones an increase in board size or a procedure to do so.

(b) At the initial meeting, the Voting Members shall elect three (3) Board
Members, In all elections for members of the Board, each Voting Member shall be
entitled to cumulate his votes in the manner provided by law and the candidates
receiving the highest-number of votes with respect to the number of offices to be filled
shall bfi-deemed to be elected. Members of the Board elected at the initial meeting
shall serve until the first annual meeting. The two (2) persons receiving the highest
number of votes at the first annual meeting shall be elected to the Board for a term of
two (2) years and the person receiving the next highest number of votes shall be
elected to th? Board for a term of one (1) year. In the event of a tie vote, the members
of the Board ; ball determine which members shall have the two (2) year terms and
which member* shall have the one (1) year term. Upon the expiration of the terms of
office of the Board members so elected at the first annual meeting and thereafter,
successors shaii be elected for a term of two (2) years each, provided, however, Board
members may succeed themselves. Members of the Board shall receive no
compensation for their services, unless expressly authorized by the Board with the
approval of Voting Members having two-thirds (2/3) of the total votes. Vacancies in the
Board, including vacancies due to any increase in the number of persons on the Board,
shall be filled by the Voting Members present at the next annual meeting or at a special

The Articles of Incorporation make know mention of procedures for board expansion.

Dave,

I wouldn't expect it to. However, it might specify the number of Directors.

I'm trying to determine where the number of Directors is specified. This will let me know what document had to have been amended to increase the number. Like I said, mine are specified in the Articles of Incorporation:

"The affairs of this Association shall be managed by a Board of not more than five (5) nor less than three
(3) Directors."

Good.

Per that citation, a simple resolution by the board may increase the number of Directors. A resolution is defined as "a formal expression of opinion, will, or intent voted by an official body or assembled group."

This resolution could be documented by a simple notation in the minutes or by a separate written instrument that was attached to the minutes. The proper way would have been a separate written instrument but either one would technically work.

To locate the resolution, I would suggest that you start by reviewing the minutes of Board meetings around that time frame.