Guest Jim W Posted March 18, 2011 at 01:24 AM Report Share Posted March 18, 2011 at 01:24 AM We are a not for profit organization. Somehow we have allowed our bylaws to have an inconsistancy which has never been an issue until now. Under "directors" we have the following statement:Section 3. A term of office shall be three (3) years and no officer shall be allowed to serve more than two (2) consecutive terms.(a) The successful candidates shall be installed at the first meeting of the Board of Directors held after the Annual Meeting / Convention. Officers shall then be elected from the newly formed Board for the term of one (1) year.Some believe section 3 should read:Section 3. A term of director shall be three (3) years. No officer shall be allowed to serve more than two (2) consecutive one year terms in any one capacity.In the past no president has served more that three years and those have been met with some discussion. We now have a president who is looking to go into a 5th consecutive year. He has done a great job however the majority wants a change. Simple answer is vote him out. Some( myself included) will propose a bylaws ammendment for next years(february) membership meeting. The question is what do you do if individual board members have differing views on the bylaws. Link to comment Share on other sites More sharing options...
Chris Harrison Posted March 18, 2011 at 01:36 AM Report Share Posted March 18, 2011 at 01:36 AM Whichever body the bylaws say is authorized to amend them would vote on the amendment amending it if the body desires it (as long as it falls within scope of notice). If enough members vote in favor of the amendment it is adopted. If there is not enough votes it is not adopted. Democracy in action. Link to comment Share on other sites More sharing options...
JohnR Posted March 18, 2011 at 03:36 AM Report Share Posted March 18, 2011 at 03:36 AM What you do is debate the amendment like any other motion. Board members do not automatically have special privileges at a general membership meeting. Link to comment Share on other sites More sharing options...
Larry Cisar Posted March 18, 2011 at 06:11 AM Report Share Posted March 18, 2011 at 06:11 AM The question is what do you do if individual board members have differing views on the bylaws.At a meeting of the Board, a majority wins; if at a general membership meeting, a majority of the general membership win with being a member of the Board giving no extra privilege. Link to comment Share on other sites More sharing options...
Guest Jim W Posted March 18, 2011 at 10:03 AM Report Share Posted March 18, 2011 at 10:03 AM Our next membership meeting is not scheduled until next Feb.and any ammendment has to be voted by the membership. We will elect officers at our next board meeting which is tomorrow. Should this individual be allowed to be on the ballot as per the current rules? Link to comment Share on other sites More sharing options...
Larry Cisar Posted March 18, 2011 at 11:07 AM Report Share Posted March 18, 2011 at 11:07 AM Our next membership meeting is not scheduled until next Feb.and any ammendment has to be voted by the membership. We will elect officers at our next board meeting which is tomorrow. Should this individual be allowed to be on the ballot as per the current rules?Only your organization can interpret what your current rules mean. Link to comment Share on other sites More sharing options...
Guest Jim W Posted March 18, 2011 at 03:18 PM Report Share Posted March 18, 2011 at 03:18 PM So if someone claims it is a violation of our bylaws because "their" interpetation is either 2- 3 year terms or 2-1 year terms,neither is correct and likewise neither is incorrect. We have had some threaten to retain an attorney however it seems to me the only real way to resolve this is to go to the membership(About 600 individuals). Could a bylaw ammendment be done by mail? Link to comment Share on other sites More sharing options...
Tim Wynn Posted March 18, 2011 at 03:33 PM Report Share Posted March 18, 2011 at 03:33 PM We have had some threaten to retain an attorneyIf your organization is made up of members who are afraid of attorneys, perhaps you should counter by threatening to hire the Boogie-man... or an IRS agent. however it seems to me the only real way to resolve this is to go to the membership(About 600 individuals).Yep.Could a bylaw ammendment be done by mail?Only if authorized in your bylaws or higher governing documents, or if dictated by applicable state law. Link to comment Share on other sites More sharing options...
Guest Jim W Posted March 18, 2011 at 04:08 PM Report Share Posted March 18, 2011 at 04:08 PM We are not afraid of attorneys(My ex-wife is an attorney and I am a little afraid of her).The only issue is this takes us away from our mission statement and is a distraction from our goals. I was looking for a simple way to resolve an issue which is bringing some disention to a group that normally works well together. Like anything else the smallest thing can blow up to become something much larger than it should be. A bylaws ammendment is not likely to happen before our next annual meeting as there are no provisions in our bylaws for mail in ammendments and our membership is to wide spread to convene a meeting.thanks Link to comment Share on other sites More sharing options...
hmtcastle Posted March 18, 2011 at 10:45 PM Report Share Posted March 18, 2011 at 10:45 PM Somehow we have allowed our bylaws to have an inconsistancy which has never been an issue until now.I'm not sure there's any inconsistency (though one would have to read the bylaws in their entirety to know for sure).It may be the case that the term of office for a seat on the board of directors is three years and that a director can serve no more than two consecutive terms.Independent of that rule, it may also be the case that the term of office for an "officer" (e.g. the president) is one year, with no term limits.Though RONR says that directors should be classed as officers, this is not always the case. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 19, 2011 at 12:39 AM Report Share Posted March 19, 2011 at 12:39 AM I'm not sure there's any inconsistency (though one would have to read the bylaws in their entirety to know for sure).It may be the case that the term of office for a seat on the board of directors is three years and that a director can serve no more than two consecutive terms.Independent of that rule, it may also be the case that the term of office for an "officer" (e.g. the president) is one year, with no term limits.Though RONR says that directors should be classed as officers, this is not always the case.Yes, this is quite a common setup, and although the wording could be a little clearer, it seems to fit what a lot of organizations do.For example, a board of nine on which I serve has staggered elections so that (ordinarily) one third of the board is elected each year to a three-year term. Each year after the election, a Reorganization Meeting (mandated by law) is held at which a president and vice president are elected from among the board's number. The term of president is therefore one year, although the term of office of a member is three.After that, the similarity ends because there are no term limits of any kind. Well, except the only fair one--it's called an election: when people don't want you in any more, you're not in any more. Remember, term limits are an abridging of the rights of the voters to vote freely for their choice. Link to comment Share on other sites More sharing options...
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