Articles of Incoporation vs Bylaws

Another question:

My understanding is that an HOA's Articles of Incorporation take
precedence over the HOA's bylaws. If this is correct than....
If the Articles state that the Board will consist of 3 to 6 members
and the bylaws state 3 to 7 members is the HOA, having 7 members contrary to the Articles? Since the 7th member was added to the Board is all business discussed
and voted by the Board null and void? What are the ramifications of such difference
between the two documents?

Daniel,
There is a heirarchy of documents for HOAs that are Non Profit Corps.

1) All Federal laws, codes
2) State Statutes and Laws
3) County, City and Municiple Codes, Laws and Restrictions
4) Protective Covenants and Restrictions of the Association
5) Articles of Inc. of the assoc. (some States call this part-CHARTER)
6) Bylaws
7) Rules and Restrictions

The Articles that you state say 3 to 6 Board members. Those of us who have been Board members would not use an even number for Board members. Sometime in your Boards history, a 7th member was added to the bylaws. That extra member should have been added thru an amendment to the Articles by a vote of the membership, if passing and then added to the bylaws. The Articles have precedence over the Bylaws. These both should match.

I guess, technically speaking, all business transacted by your board while there were seven members is null an void. However, I wouldn't worry about it unless someone brings formal action against the board. It's in the past and in many cases there may not be much you can do about it.

However, now that the mistake has been discovered, you should make the necessary corrections (either downsize your board or amend the articles of incorporation). I would think the board could then reaffirm all past actions (probably with a single motion) and be good to go. Of course, that could get sticky, too.

As suggested, an odd number of board members is preferable to an even number to prevent tie votes. I personally also prefer a fixed board size to a variable size. Many HOAs work fine with a variable size, but I have also seen issues crop up with regard to quorums and vacancies in organizations (not necessarily HOAs) when the board size is variable.