New By Laws and Elections

[Guest mike]

I have a question regarding PTA elections under new By-Laws that were just passed last moth (Feb/2011). The New By-Laws eliminated Co-President positions and established a single President position. The other Executive Board members remained single person positions.

The question is ; One of the former Co-Presidents is running for the solo President position under the new By-Laws. This person has been Co-President for 2 consecutive terms. The former By-Laws and Current By-Laws both have a 2 consecutive 1 year term limit. The Officer elections are scheduled for May/2011.

I would interpret that the New solo President position under the new by-laws is a new position and the term limit clock would start after this election. All of the other Officer Positions have remained the same and therefore are subject to the 2 consecutive 1 year term limit provision. The issue occurs if the term limits still apply and one other person seeks the President's position besides the current Co-President, the Co-President would be ineligible to seeking a new term. It has been suggested that the issue be presented to the general membership for a vote on how to proceed. Please let me know what your take is on this.

[Gary Novosielski]

I have a question regarding PTA elections under new By-Laws that were just passed last moth (Feb/2011). The New By-Laws eliminated Co-President positions and established a single President position. The other Executive Board members remained single person positions.

The question is ; One of the former Co-Presidents is running for the solo President position under the new By-Laws. This person has been Co-President for 2 consecutive terms. The former By-Laws and Current By-Laws both have a 2 consecutive 1 year term limit. The Officer elections are scheduled for May/2011.

I would interpret that the New solo President position under the new by-laws is a new position and the term limit clock would start after this election. All of the other Officer Positions have remained the same and therefore are subject to the 2 consecutive 1 year term limit provision. The issue occurs if the term limits still apply and one other person seeks the President's position besides the current Co-President, the Co-President would be ineligible to seeking a new term. It has been suggested that the issue be presented to the general membership for a vote on how to proceed. Please let me know what your take is on this.

Well, I think I understand the question, except for the bold portion in the quote above. If the term limits do not apply to this person who has been co-president for two terms, then they don't. But if they do, I don't understand what difference it makes if someone else also runs for president. The co-president would be ineligible to seek a new term anyway. Or do you have some sort of "doctrine of necessity" in your bylaws for cases where nobody is willing to serve except a termed-out officer?

In any case Gen. Robert would be proud of you for eliminating the Co-President positions, which are an abomination in the eyes of the General.

As to whether the term limits actually do apply, that's a matter of bylaws interpretation which we don't do here. Not because we're lazy, but because nobody except the membership is authorized to interpret the bylaws of a society. And it may come down to reading and parsing the language of the bylaws with great care, to see whether the new President position is essentially the same as the Co-presidents' position(s), or whether it should rightfully be considered a different office.

So it would be quite appropriate for the membership to vote on the issue. Here's how you accomplish that vote:

Do you have a nominating committee, or do you commonly (also) do nominations from the floor? Either way, if there is ambiguity in the bylaws and some members disagree on the issue, either the committee, or someone from the floor, can try to nominate the outgoing co-president, and someone who believes that's improper should raise a Point of Order "that the bylaws prevent a person from serving for a third term." That sets the stage for the chair to rule on the matter, which in turn sets the stage for the vote.

Whichever way the ruling goes, someone who disagrees with it should move to Appeal From the Decision of the Chair. Members can debate the issue (one speech per member, except for the chair, who may speak first and last). The question which is then put to a vote of the membership is, "Shall the decision of the Chair be sustained?" And a majority (in the negative) is required to overrule the chair's ruling. Even if the outgoing co-president is in the chair, that's okay, especially since you're planning to have the Appeal either way.

But if the chair truly does not want to, or cannot decide how to rule, it is okay to put the question directly without waiting for an appeal, by saying, "The chair is in doubt and submits the question to the assembly. The question is: Is a person who has served two terms as co-president eligible to serve as president? Are you ready for the question?" This would also be debatable, and a majority vote would ultimately decide the matter.

Fortunately, once this is settled for this one time, it won't come up again.

[David A Foulkes]

I would interpret that the New solo President position under the new by-laws is a new position and the term limit clock would start after this election.

In Section 49, RONR begins the definition of Boards, referring to them as "executive boards", and noting that they may also (often) be referred to as "board of directors", "board of managers", or "board of trustees." The implication is that the title, or words used, to label such a collection of people may be different, but that the body itself is one and the same. If bylaws defined a "Board of Trustees", and through amendment that was changed to "Board of Directors", I don't think anyone who had served the maximum term as a Trustee could make the argument that he should be allowed to run for office again as a Director, since he had never been a "Director."

Similarly, we have seen the office of President referred to by some organization as Manager, Monitor, Chairman, Commodore, Captain etc., all indicating that, regardless of the title (or words used) the position is the same. If the bylaws define the leadership position, along with its duties and responsibilities, regardless of whether they call it President or Co-President, Grand Poobah, Fearless Leader, or That Guy Up Front, it would seem that the position is one and the same. Any restrictions that were in place for the (old) Fearless Leader would apply to the (new) Grand Poobah as well.

That's my take on it. What matters of course, as Gary N noted, is your organization's take on it.

[hmtcastle]

I would interpret that the New solo President position under the new by-laws is a new position and the term limit clock would start after this election.

I would tend to agree with you. But then there's the argument made by Mr. Foulkes to the effect that the "leadership position" is what it is, regardless of its name.

In other words, there's the literalist approach: the office of co-president is clearly not the same office as the office of president. Then there's the Foulksian approach: serving two terms as Grand Poobah prevents you from serving a (3rd? 1st?) term as Fearless Leader.

As Mr. Novosielski wisely observes, this is a problem for your members to solve. But at least this forum has provided arguments on both sides.

[Josh Martin]

It has been suggested that the issue be presented to the general membership for a vote on how to proceed.

I concur with this suggestion. It is ultimately up to the organization to interpret its own Bylaws in case of an ambiguity, and it certainly seems that an ambiguity exists. I can see reasonable arguments for both sides.

I would also note that the rule (whatever it means) applies whether or not the election for President is contested.

[Gary Novosielski]

I have a question regarding PTA elections under new By-Laws that were just passed last moth (Feb/2011).

I have one point to add in this discussion.

It would have been nice if, when considering the bylaws, someone had asked this question, because a proviso could have been added to the enacting language of the motion to provide either that terms already served as co-president should be, or should not be counted, in calculating term limitations for the new office of president. Or an incidental motion could have been adopted governing the new bylaw's applicability to sitting officers--so called grandfathering.

It is important, when evaluating any changes in the bylaws, to try to foresee what the side effects, both short and long term, of a seemingly simple change may be.

On this particular issue, if I were a member, I would probably argue that co-president and president are essentially the same office for the purpose of assessing term limitations. But I'm not (a member), and I normally don't support term limits in the first place, but you do have them. And there's enough ambiguity, with reasonable arguments supporting both positions, so putting the question before the membership is recommended.

It just would have been easier if it had been anticipated.