Outgoing Board Election Validity

[Guest Guest Alan]

I am a member of a church with an Executive Board of three members and a bylaw for rotation in office. Each term has a specific beginning and end date. The board chairman having served for three years was ineligible for election at a recent election meeting and we elected a new member. (No officer having served three years shall be eligible for immediate reelection to that office.)

But then when we elected a treasurer later, that person resigned from the board effective as of the next month creating a position vacancy. Other meeting business intervened and the assembly relied on our bylaws for the outgoing board to call a special meeting to fill the vacancy or appoint a substitute board member until the next membership meeting in two months.

The outgoing board met and the chairman and his wife elected him as a substitute to serve in the interim until a replacement is elected (and fulfill the quorum requirement for the board). The outgoing Board Chairman maintains, however, that he is now eligible for election to a new three-year term (or 2.7 year term) in two months because in neither case would his reelection be immediate . It seems as if the issue is how to complete an incomplete election. 

[Hieu H. Huynh]

Ultimately it is up to your organization to interpret your bylaws. Then the bylaws should be amended to remove the ambiguity.

[Richard Brown]

I agree with Mr. Huynh that it is ultimately up to your organization to interpret its own bylaws and particularly this provision:  "No officer having served three years shall be eligible for immediate reelection to that office".   My personal interpretation is that being elected in a special election several months later to fill a vacancy does not constitute "immediate reelection".  My opinion isn't what counts in this case, though.  It is the opinions of your members that count.

I assume that filling the office temporarily pending a special election (as well as the special election itself) are all in accordance with your bylaws.

btw, I'm not sure from your post how the treasurer fits into  this three person board.  Was the former board member selected as an interim board member or as an interim treasurer?  Is it the same position?
 

[Guest]

The point about the new treasurer was that he decided to resign from continuing on the board thus creating a disruption in the prior board election.  A new board member had been elected to fill the seat of the outgoing chairman but he hasn't really gone. And the new vacancy created an opening.

Your expert opinion is well taken that we need to make our church bylaws legally tight to preclude an end run around the intent of the bylaws. Our bylaws equate rotation in office with democratic equal rights and privileges. To that end, term limits are stated with start and end dates to meet that goal. But here the outgoing board was able to create a term extension of the current chairman before the newly elected board was seated.

Thank you for your consideration.

[Richard Brown]

Guest Alan, I understand that the intent of your "term limit" provision in your bylaws is to impose term limits.  I  can't tell from your post whether it is limited to one three year term, or three one year terms.  The problem is with the wording used to accomplish the term limit.  The way I interpret it, it allows someone to be elected to another term as long as he isn't "immediately elected" to it.  What does that mean?

You might consider the language that RONR uses to impose a term limit on officers:  ". . . no member shall be eligible to serve three consecutive terms in the same office."  You can adjust that language as necessary to make it two terms, three terms, etc.  Since RONR further defines serving a term as serving more than half a term, that language prohibits electing someone who is term-limited to another term until less than a half term (whatever the length) is remaining in the term.   I interpret the RONR language to permit someone to be appointed or elected in a special election to complete someone's term  as long as no more than half the term is remaining. 

Note:  RONR uses the language "no member shall  be eligible to serve three consecutive terms in the same office".  That  is more or less equivalent  to saying "no member shall serve (or be eligible to serve)  more than two consecutive terms in the same office".  I do not recall the reason for the choice of wording in RONR.  Perhaps someone who knows will chime in.   I'm sure there is a difference.... and we will probably be told that the language used in RONR is not roughly equivalent to the alternate language I just used.  I know that nothing is put in RONR without a well thought out reason. 

One final  note:  It is ultimately up to your organization to interpret its own bylaws.  If your membership believes that the  purpose of the language used in your bylaws is to prohibit a member from being elected to a new term so soon after his last term expires, then they can so rule on an appeal from a point of order. You can then amend the bylaws to remove the ambiguity.

 

 

[Gary Novosielski]

7 hours ago, Guest Guest Alan said:

I am a member of a church with an Executive Board of three members and a bylaw for rotation in office. Each term has a specific beginning and end date. The board chairman having served for three years was ineligible for election at a recent election meeting and we elected a new member. (No officer having served three years shall be eligible for immediate reelection to that office.)

But then when we elected a treasurer later, that person resigned from the board effective as of the next month creating a position vacancy. Other meeting business intervened and the assembly relied on our bylaws for the outgoing board to call a special meeting to fill the vacancy or appoint a substitute board member until the next membership meeting in two months.

The outgoing board met and the chairman and his wife elected him as a substitute to serve in the interim until a replacement is elected (and fulfill the quorum requirement for the board). The outgoing Board Chairman maintains, however, that he is now eligible for election to a new three-year term (or 2.7 year term) in two months because in neither case would his reelection be immediate . It seems as if the issue is how to complete an incomplete election. 

Do your bylaws specify that when the board fills a vacancy it is only for two months?  RONR provides that when a vacancy is filled it is for the entire remaining unexpired term.