Understanding the Importance of Maintaining a Properly Sized, Fully Staffed, and Qualified Board of Directors

The size and composition of a homeowners association (HOA) or condominium association board directly affects governance stability, decision‑making efficiency, and legal compliance. This guide explains the legal sources, practical considerations, and operational rules governing the number of directors, vacancies, qualifications, and related governance issues.

Governing Documents Establish the Number of Directors

The bylaws are the primary source specifying: (i) the number of directors (fixed number or a range); (ii) whether the number may be changed by membership vote or board resolution; (iii) terms of office and staggered terms; (iv) qualifications and eligibility requirements. Most bylaws specify 3, 5, or 7 directors, depending on association size.

Some associations include the number of directors in the Articles of Incorporation. If the Articles and Bylaws conflict, the Articles generally control on corporate structure, and the Bylaws control on governance procedures.

If governing documents are silent, state nonprofit corporation statutes typically provide a minimum number (often 3), and flexibility for the board or membership to set the number by resolution.

Importance of Having an Uneven Number of Directors

The most important reason for having an uneven number of directors is to prevent a deadlock in the directors’ voting. An uneven number of directors reduces the risk of: (i) tie votes; (ii) governance paralysis; and (iii) factional stalemates.

Deadlocks can prevent: