Which of the following correctly states how the number of directors may be increased?

• A. By the board only
• B. By shareholders actions
• C. By board if shareholders bylaws allow
• D. By all of the above

Answer: (D)

The number of directors is fixed by the charter and bylaws, and changes come from those governing documents. If the bylaws or charter authorize the board to set or increase the size of the board, the board can do so by resolution. If the governing documents do not grant that power, or if a change beyond what the board may do is desired, shareholders can amend the charter or bylaws to increase the number, typically by a vote. In many cases, changing the number may also involve filing an amendment with the state. Because both routes are possible depending on the governing documents, “all of the above” is the best answer.