President term limit

[Guest Don Francisco]

Our Organizations Bylaws state that our president can only serve two terms; each term is two years in duration.  The bylaws also state that we elect our new president every two years at our November meeting every "Even" year, and the president begins his term in office the following January every "odd" year.  Well, our last president vacated or gave up his presidency in the middle of his 2nd term at the end of his 3rd year which was an odd year.  We elected a new president that year and he took office in January of an even year.  No one on the Board even bothered to look at our bylaws at the time; in other words no one realized that the past president left with one year still left in his term.  So, our current president actually finished the final year of the last president's term and then was re-elected and is currently our president.  Here's the problem; being that this is our current president's 4th year as president we were preparing for an election this November.  However, after reviewing the bylaws we realized that the elections are supposed to take place every two years in an "even" year which obviously this is not.  We now realized what happened when the last president vacated his position a year early and no one checked the bylaws.  So the question now is;  Is this our current president's 4th and final year, being that he has served as president for 4 years?  Or does he has one more year left in his 2nd term, being that technically his 1st year serving as president was really the last president's final year?  Our current president is citing the bylaws which state elections are held in even years; and on the other hand the bylaws also stated that the president is term limited to serving only two terms of two years each.  What is the correct remedy?  Our bylaws do not address in the event that a president leaves office early as what has occurred.

[Greg Goodwiller, PRP]

First of all, do your bylaws say anything about vacancies?

At face value, your bylaws appear to have conflicting language in requiring presidential elections to be for terms of two years (period), and then also to occur only in even numbered years, if in fact they say nothing about what to do if a vacancy arises. Do you have a vice president who should have then become president for the remainder of the president's term (and is that so stated in the bylaws)? 

I think any way it goes, you are currently out of compliance, and it will ultimately be up to the association to determine how it wants to get back into compliance. I'm not sure any way is better or worse than any other, except that the sooner you are in compliance with your rules, the better. But you're going to have to knowingly break one rule or the other to do it, if I have the facts correctly (either elect a President for an odd number of years instead of a two year term, or not hold an election now because it is an odd numbered year, and allow the current president to serve for a three year term). The other option would be to amend your bylaws to better describe your current practice (if that's how you want to do it). I

It also sounds as though your bylaws need some work regardless of how you resolve this, to ensure that it doesn't happen again. 

 

[Gary Novosielski]

I'm also confused as to where the Vice President was, and why he didn't become president instantly.

People who fill unexpired terms do not start the clock over again.  If you elect someone to fill an office that has three months to go on the original term, the replacement only serves for the unexpired remainder of the term, i.e., three months.

When calculating term limits, an officer who has served more than half a term is considered to have served one term.  If he has served less than half a term, that does not count against any term limit.

[Guest Don Francisco]

Thank you for your response Mr. Goodwiller.  In response to your answer, our bylaws do not say anything about vacancies pertaining to the president's position being vacated early.  It does say that any position on the Board of Directors which becomes vacant shall be filled by the president selecting an appointee and the board approving it.  In this case it was the president himself who left, so we simply elected a new president from within the board of directors.  I think amending the bylaws in the very near future so that it states exactly what needs to be done should the president leave before his full term is up is a good idea.  But in the meantime, the question is what is the right solution for the problem we have in front of us now.  Our current president states that the bylaws are on his side, bylaws state our elections are in November of every "even" year.  He took over as president in the middle of the previous president's two year term and thus, his official two term limit did not start until after the previous president's term ended and he began his first full term.  A board member who has indicated that he intends to run for president this November states that our current president is term limited out at the end of this year because he will have served 4 years as president.  Do we ignore the bylaw which states that elections are every two years on "even" years?  Or do we let the current president continue as president for one more year even if it will be 5 years total (two full terms and half of the previous term)?  I welcome anyone's opinion or advice on this topic please.

Two other things to consider are that our bylaws state that the entire Board of directors (president, vice pres, treasurer, secretary, etc) are up for re-election at the same time every two years on "even" years.  But the only position that has a term limit is the president.  In the last several years we did not have to have any Board elections because no one stepped forward to challenge the incumbents, so the current Board remained.  It also states that although the president's position is for two terms, he or she can continue to serve as president for another term if no one steps forward to run for the position.  Any advice out here?

[Guest Don Francisco]

Mr. Novosielski thank you for responding, in hindsight yes the vice president probably should have stepped in as president when the former president left.  This will be addressed in the next amendment to the bylaws.  In our organization we are all volunteers on the board and a majority of our board members have been on the board for many years because it's a thankless job and no fresh faces ever step up to run for a position.  So there's been many times when there was no elections at all and the board simply remains.  When the last president left after only serving three years we simply elected a current board member to take his place not realizing it was not an official election year.  So he served exactly half of the previous president's term, then he served one full term, and now he's half way through his second full term.  At least that's how some of the board members see it.  On the other side there are those who say that since he's on his 4th year he has served two full terms.  In your response you state the following...

"When calculating term limits, an officer who has served more than half a term is considered to have served one term.  If he has served less than half a term, that does not count against any term limit."

What if he served exactly half of the previous president's term?

[Joshua Katz]

When the P vacated, the VP should have taken office and appointed a new VP, according to what you've posted here.  But, as you say, that didn't happen because no one looked at the bylaws.  So the task is to get back into compliance as quickly as possible.  Your bylaws say that the P is term limited to 2 terms of 2 years.  It looks to me like the current P will have served that, at least, this year.  Therefore, the Presidency should become vacant when he reaches his term limit, the VP should step into that office now, and the following year, an election should be held.  At least, that's my opinion, but I'm not a member of your organization.  Ultimately, I think it's clear that there are multiple paths to compliance, and that none of them are perfect.

[Joshua Katz]

2 minutes ago, Guest Don Francisco said:

So he served exactly half of the previous president's term, then he served one full term, and now he's half way through his second full term.  At least that's how some of the board members see it.  On the other side there are those who say that since he's on his 4th year he has served two full terms.  In your response you state the following...

"When calculating term limits, an officer who has served more than half a term is considered to have served one term.  If he has served less than half a term, that does not count against any term limit."

What if he served exactly half of the previous president's term?

Different question:  what if he served exactly half of one term, a full term, and exactly half of another term?  I'm not totally sure, but it seems hard to disagree that this is, at least, 2 terms.

[Guest Don Francisco]

1 hour ago, Joshua Katz said:

When the P vacated, the VP should have taken office and appointed a new VP, according to what you've posted here.  But, as you say, that didn't happen because no one looked at the bylaws.  So the task is to get back into compliance as quickly as possible.  Your bylaws say that the P is term limited to 2 terms of 2 years.  It looks to me like the current P will have served that, at least, this year.  Therefore, the Presidency should become vacant when he reaches his term limit, the VP should step into that office now, and the following year, an election should be held.  At least, that's my opinion, but I'm not a member of your organization.  Ultimately, I think it's clear that there are multiple paths to compliance, and that none of them are perfect.

After reading the first part of Mr. Katz response I realized that is exactly what happened.  When our former president left, we simply made our then current VP the president by unanimous vote.  We then appointed another board member as the VP.  As I stated earlier, we did not realize that it was not an official election year, had we realized that the president left with one year still left in his term our VP would've stepped in for the remainder of his term and appointed a new VP.  So we actually unwittingly ended up doing exactly what would've been done had we realized the former president still had a year left.  Having said all the above, is it fair to say that our current president still has one year left in this current term?  Given that he did not serve more than half of the former president's last term.  Your responses are greatly appreciated.

[Joshua Katz]

1 minute ago, Guest Don Francisco said:

Given that he did not serve more than half of the former president's last term.  Your responses are greatly appreciated.

Well, I've given you my opinion: that two half-terms is worth more than half a term plus a day, and so he should be considered to have served two terms.  But, to be clear, that's my opinion, not a rule.  If I were a member, it's what I'd want to do.  But I'm not a member, so my opinion isn't worth all that much.  What your organization should do is probably find the means of getting into compliance with your rules that will cause the least controversy - or amend the bylaws to avoid the problem.  

[Richard Brown]

My take on this is a bit different than Mr. Katz's. Your current president may have served four years, but I'm not so sure he has served two terms. A term, per your bylaws , us from January 1 of an odd numbered year until January 1 of the following odd numbered year. Your bylaws prohibit serving more than two terms, not more than four years.

Assume that your former president resigned with eleven months remaining in his term. assume further that this had been done correctly and the VP became president and served the remaining 11 months in that term. He would be eligible to still be elected to and to serve two full two-year terms in addition to the 11 months he served to complete the term of the president who resigned. He would wind up serving 4 years and 11 months as president.  Would you claim that he would have to step down once he reached the four year mark? Of course not.  Four years does not necessarily equate to two terms. 

Question: did the former president resign with exactly, precisely one year left in the term? Not even one day short or over?  I think that unless his resignation was made effective at exactly midnight on new year's day that re probably resigned at least one minute over or short of the one year mark.  EXACTLY what do your bylaws say about when a term begins? 

If he did resign with exactly one year remaining in his term, then exactly one year is exactly half of a term. Exactly half of a term is not more than half a term, so he is eligible to serve two full terms in his own right, even if that means he serves five years. 

That's my opinion. Ultimately, this is a matter of interpreting your bylaws, something only your organization can do.

[Guest Who's Coming to Dinner]

12 minutes ago, Richard Brown said:

Your bylaws prohibit serving more than two terms, not more than four years.

Do they? We haven't seen a single quotation from the bylaws in question. I do agree, though, that you have hit on a key question.

[Greg Goodwiller, PRP]

13 hours ago, Guest Don Francisco said:

 When our former president left, we simply made our then current VP the president by unanimous vote.

To be clear, unless your rules state otherwise, the VP automatically becomes the President upon a vacancy in the presidency. It doesn't require a vote.

My question at this time is, when you last held an election for President, was the President elected for a two year term? And if so, how long ago was that election?

It seems to me that if he was elected (correctly or not) for a two year term, then he has the right to serve for that amount of time, and you should correct the problem later - either by holding a special election for a one year term to get you back on track, or by the VP assuming office one year from now.

[Guest Who's Coming to Dinner]

Would not electing a person to a term exceeding that which is defined in the bylaws constitute an ongoing breach?

[Gary Novosielski]

22 hours ago, Guest Don Francisco said:

Mr. Novosielski thank you for responding, in hindsight yes the vice president probably should have stepped in as president when the former president left.  This will be addressed in the next amendment to the bylaws.  In our organization we are all volunteers on the board and a majority of our board members have been on the board for many years because it's a thankless job and no fresh faces ever step up to run for a position.  So there's been many times when there was no elections at all and the board simply remains.  When the last president left after only serving three years we simply elected a current board member to take his place not realizing it was not an official election year.  So he served exactly half of the previous president's term, then he served one full term, and now he's half way through his second full term.  At least that's how some of the board members see it.  On the other side there are those who say that since he's on his 4th year he has served two full terms.  In your response you state the following...

"When calculating term limits, an officer who has served more than half a term is considered to have served one term.  If he has served less than half a term, that does not count against any term limit."

What if he served exactly half of the previous president's term?

There is no need to revise your bylaws to include the VP succession to President.  It is automatic and covered in RONR.

As to the half term business, RONR says: "For purposes of determining eligibility to continue in office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office."

So if it's exactly a half term it doesn't count.

[Guest Don Francisco]

I thank you all for your responses, they've been very helpful.  Thank God that the founders of our organization had the wisdom to write in the bylaws to refer to the Roberts Rules of Order for Parliamentary procedures not covered in the bylaws.  I have a much greater understanding of how to address this issue in the most correct way.  A Commentor above asked if the former president left with exactly one year left in his term, someone else asked when was the last election.  There was an election in November 2010, that president took office January 1st 2011.  After serving two years no one opposed him or indicated they wanted to run for president, so he continued for a second term which started January 1st 2013.  At the end of 2013 that president announced that he was leaving our organization at the end of that year.  That's where things got screwed up because  no one bothered to notice that it was not an election year.  The Vice president at the time indicated he would like to step up as president, so we unanimously agreed by vote, and he became the president January 1st 2014.  Had we realized that 2013 was not an election year then the VP would've automatically became president anyway.  Now this current president and the rest of the Board of Directors have remained on the board unopposed since then.  So it's been 4 years, and this is why one of the current board members thought this was an election year and announced he wanted to run for president this November.  Our current president went through the bylaws and realized that although he will have served 4 years by the end of this year, technically the 1st year doesn't count for reasons stated above.  So I posed the question to this forum; after reading the various responses above which cite Roberts Rules of Order, I tend to agree now with the current president.  In my opinion the proper thing to do to remain in compliance with Roberts Rules of Order is to allow the current president to complete one more year and we'll have an election next November.  I'm sure there will be board members who will disagree and we'll end up voting on which is the correct solution, but I think Roberts Rules are pretty clear to me now.

[Guest Gail Woolcott]

On 10/4/2017 at 7:46 PM, Gary Novosielski said:

I'm also confused as to where the Vice President was, and why he didn't become president instantly.

People who fill unexpired terms do not start the clock over again.  If you elect someone to fill an office that has three months to go on the original term, the replacement only serves for the unexpired remainder of the term, i.e., three months.

When calculating term limits, an officer who has served more than half a term is considered to have served one term.  If he has served less than half a term, that does not count against any term limit.

Can you site where in Roberts rules it states that when calculating term limits the clock doesn’t start over? Out V.P. filled the vacancy when our president has to step down after 6months. Therefore he completed 1.5 years of the past presidents term. Our bylaws state that officers and directors are only permitted to sit for a term of two years twice (4 years). Our current president doesn’t feel that when he was filling the vacancy that it should count towards his two terms and that he’s actually permitted to sit for 5.5 years because of this. We need to find the place in Roberts rules where it says he can or can’t as our bylaws do not state the answer. 

[Gary Novosielski]

Please pose new questions as a new thread, rather than tacking on to an old one.  Thanks much.