Change date of terms of office by special rule of order

[Guest Kurt Symanzik]

We are a not for profit, private international school and currently the annual meeting occurs about 2 weeks before school ends. We would like to change the terms of office so that the new board, and the new officers elected at the annual meeting, do not actually take office until after school ends. In our situation, it is common for some board members to leave the country immediately after school ends which prevents holding the annual meeting then.

My understanding is that the terms of office can be changed if we change our bylaws. Considering that our bylaws do not address this issue, can we pass a special rule of order that would change the terms of office instead of amending our bylaws?

Thanks.

[Dan Honemann]

7 minutes ago, Guest Kurt Symanzik said:

We are a not for profit, private international school and currently the annual meeting occurs about 2 weeks before school ends. We would like to change the terms of office so that the new board, and the new officers elected at the annual meeting, do not actually take office until after school ends. In our situation, it is common for some board members to leave the country immediately after school ends which prevents holding the annual meeting then.

My understanding is that the terms of office can be changed if we change our bylaws. Considering that our bylaws do not address this issue, can we pass a special rule of order that would change the terms of office instead of amending our bylaws?

Thanks.

If the terms of office are fixed by your bylaws, the only way to change them is to amend your bylaws.

I'm not sure I know what you mean when you say that your bylaws do not address this issue. What issue?

[Guest Kurt Symanzik]

37 minutes ago, Daniel H. Honemann said:

If the terms of office are fixed by your bylaws, the only way to change them is to amend your bylaws.

I'm not sure I know what you mean when you say that your bylaws do not address this issue. What issue?

Regarding terms of office, the bylaws state, "They shall serve for one (1) year or until their successors shall have been appointed." What I meant by the "issue" is whether we can pass a special rule of order stating that the new officers are elected at the annual meeting but their terms do not start until a certain date, rather than immediately. In effect, we want to forestall the effects of the annual meeting until a certain date, so the new board and the new officers elected at the annual meeting will not be activated until said date. The question being whether we can make this change with a special rule rather than a bylaw change.

[Dan Honemann]

35 minutes ago, Guest Kurt Symanzik said:

Regarding terms of office, the bylaws state, "They shall serve for one (1) year or until their successors shall have been appointed." What I meant by the "issue" is whether we can pass a special rule of order stating that the new officers are elected at the annual meeting but their terms do not start until a certain date, rather than immediately. In effect, we want to forestall the effects of the annual meeting until a certain date, so the new board and the new officers elected at the annual meeting will not be activated until said date. The question being whether we can make this change with a special rule rather than a bylaw change.

Based solely upon what has been posted, and without reading your bylaws in their entirety (which is necessary in order to have any real confidence in responding to your question), I think that the only way in which your organization can change the time when the terms of your directors and officers begin would be to amend your bylaws so that they specify some time other than the time when the chair declares them elected at your annual meeting.  (RONR, 11th ed., p. 573, ll. 28-31)

I say this even although I am mindful of that phrase "or other rules" on page 444, lines 29-30. 

[George Mervosh]

8 minutes ago, Daniel H. Honemann said:

I say this even although I am mindful of that phrase "or other rules" on page 444, lines 29-30. 

Given RONR's definition of a special rule of order, I can't see how they could be one of those "other rules" (whatever those other rules are).

Edited May 12, 2017 at 01:16 PM by George Mervosh

[Guest Kurt Symanzik]

Thank you both for your responses.