Presidential Resignation- Terms?

[Guest TheodoreIvan]

Hello!

I am on the advisory board of an organization. Our board president just resigned. Our by-laws do not provide provisions for this, except one stating that special elections can be help as necessary and that we are governed by RONR. So i know that, as vice-president, I am now effectively president. My question comes in as far as terms go.

The president was in the first year of his two year term.

I was in the second year of my two year term. Our bylaws also state that no member of the board can serve more than 4 consecutive years (2 terms) without a year absence from the board. I will be at the end of my 4th year this year so would be due for a required roll off. Additional quirk- our bylaws were only adopted this year, as we were in great transition with board structure before then. So do they retroact back to when i started on the board 3 and a half years ago?

Do i serve out the term of the office of the presidency or what would have been my term as VP?

 

Thanks!

~Theo

[Josh Martin]

1 hour ago, Guest TheodoreIvan said:

Additional quirk- our bylaws were only adopted this year, as we were in great transition with board structure before then.

Could you please clarify what you mean by this statement? Are you saying the organization recently revised its bylaws, or are you saying that there were no bylaws at all prior to this year?

[Guest Who's Coming to Dinner]

4 hours ago, Guest TheodoreIvan said:

I was in the second year of my two year term. Our bylaws also state that no member of the board can serve more than 4 consecutive years (2 terms) without a year absence from the board. I will be at the end of my 4th year this year so would be due for a required roll off. Additional quirk- our bylaws were only adopted this year, as we were in great transition with board structure before then. So do they retroact back to when i started on the board 3 and a half years ago?

I don't think such a provision has to reach backwards at all. It's about how many years you have served as of NOW. So anyone who reaches the 4-year limit after the new bylaw went into effect is subject to it. That's my interpretation and your organization may have a different one, since this is your custom rule.

[Josh Martin]

13 hours ago, Guest Who's Coming to Dinner said:

I don't think such a provision has to reach backwards at all. It's about how many years you have served as of NOW. So anyone who reaches the 4-year limit after the new bylaw went into effect is subject to it. That's my interpretation and your organization may have a different one, since this is your custom rule.

If the organization simply amended its bylaws, I agree completely.

[Guest TheodoreIvan]

Thanks, y'all!

Before the by-laws we had "guiding principles". That did not hold any provisions such as the above.

[Josh Martin]

1 hour ago, Guest TheodoreIvan said:

Before the by-laws we had "guiding principles". That did not hold any provisions such as the above.

Well, this complicates matters significantly.

As my colleague has stated, when an amendment to the bylaws is adopted, the amendment takes effect immediately. As a result, if the bylaws are amended so that there is a limit of two consecutive terms, that limit will apply to all members of the board, including board members whose terms began prior to the adoption of the amendment, unless a proviso is adopted which states otherwise. Indeed, some board members may even be “termed out” immediately, if they had already served two consecutive terms. If this had simply been a matter of amending existing bylaws, the answer is clear-cut.

The new knowledge that there were no bylaws at all (or the equivalent) until recently, however, is a different matter. So far as RONR is concerned, the bylaws define the organization’s most basic features including the existence, nature, and composition of the officers, the board, and the organization itself. Prior to the adoption of the bylaws, the organization does not really exist so far as RONR is concerned, and the assembly is instead simply a series of mass meetings until bylaws are adopted. As a result, there is no board and no officers (except for a Chairman and Secretary).

It would therefore seem to me that, unless a proviso was adopted stating otherwise, time served prior to the adoption of the bylaws does not count for purposes of applying the term limits.

Since it seems like the organization somehow managed for several years with nothing more than “guiding principles” to go by, the organization really should have adopted a proviso along with the bylaws to address transition questions like this one, but apparently it did not do so.

Edited April 12, 2018 at 10:28 PM by Josh Martin