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  1. We have a nominating committee of two board members who are term limited and are supposed to leave the board. We are supposed to hold board elections in June but they did not find anyone to serve on the board (they did not reach out to the one person who was nominated). Once we hold board elections, the new board votes for the officers. However, because there was no general board election, the term-limited board members want to stay on and vote for the officers. There are nine people on the board at this point and by them staying on, their slate wins. We had a board meeting with six out of the nine board members and voted to continue with seven board members - 6 votes yes, 1 abstained. Would this necessarily mean that the two term-limited members would roll off and the remaining seven would vote for the officers? This would be a 4-3 split in this case which is why the board of nine did not want this. Instead, the two term-limited board members stayed on and voted off the first general board member for conflict of interest which did not allow that member to vote so they were voted off by 5-3. Next, the board voted off two more members for cause. The by-laws state that "Directors shall serve xxx, and until a successor is duly elected..." Do the two members whose terms are supposed to end, stay on because there was no election and so no one was "duly elected?" Or did they necessarily roll off of the board because the board voted to move forward with seven members before the vote that removed three of the members? Also, this group has lost their non-profit status so can the board even make these decisions if they are not functioning as a non-profit?
  2. Good afternoon All, I was hoping I could get some professional advice related to term limits and filling vacancies for non-profit organizations. I'm a Director on a nonprofit hockey organization and we have our annual general membership / election coming up in January 2020. The position of President is up for election. The current president would like to run again, however, there is question whether he is eligible because he served 1 year of a previous Presidents term, who resigned, in addition to serving a full 2 year term he was elected for in 2018. Essentially, he has served as President for 3 years to date. Our bylaws only allow (2) 2-year consecutive terms, for a total of 4 years before you must sustain from the Board for 2 year before you can run again. If he runs again and wins his total years served would be 5, which is over the 4 year max. We have nothing in our bylaws addressed this situation. Does anyone have any advice, or RONR reference for this situation? By filling in for 1-year of the 2-year term for the president who resigned, does that count as a full term? Thanks in Advance!
  3. Our Board has gone through a dramatic few years since Hurricane Harvey, and we are heading into 2020 ready to break ground on a new building. The current president is completing his second term on the Board. According to our bylaws, he will be no longer on the Board beginning January 1, 2020. However, the current board president is advocating that he should remain on the Board for one more year as Immediate Past President. ( I have read other threads on this forum regarding whether or not to have an official IPP position on the Board. This may be something the Board needs to address.) Because the bylaws identify an official IPP, and by definition, he is the IPP - whether or not he is on the Board - does the need for an IPP overrule the fact that the current president would be exceeding his term limit? What language can we add to the bylaws to clarify protocols for this situtation for future reference? Is there a specific reference in Roberts Rules I should consult? Thanks, Karol Stewart
  4. This is a non profit Board of Directors. Our bylaws provide for term limits of 4 consecutive 2 year terms and then a member must be off of the board for one year. Officers may only serve one 2 year term in their office. We do not stipulate what happens if a board member only has 1 year left on their 4 consecutive terms and is nominated for a 2 year term as an officer. Is there any guidance in Robert's Rules of Order for this situation?
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