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Dp Term Limits Apply to Ex-Officio Board Members?


Guest Susan Fullas

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Our non-profit bylaws state that "directors shall serve no more than two full consecutive three-year terms". A board member has been an ex-officio member for 7 years by virtue of being a co-director. Board member now holds an elected board position. Do the previous terms as an ex-officio board member count towards the term limits? Or, do the term limits begin with the election?

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Our non-profit bylaws state that "directors shall serve no more than two full consecutive three-year terms". A board member has been an ex-officio member for 7 years by virtue of being a co-director. Board member now holds an elected board position. Do the previous terms as an ex-officio board member count towards the term limits? Or, do the term limits begin with the election?

I'm afraid your question has more to do with the organization's bylaws than anything in RONR, 10th ed.

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Our non-profit bylaws state that "directors shall serve no more than two full consecutive three-year terms". A board member has been an ex-officio member for 7 years by virtue of being a co-director. Board member now holds an elected board position. Do the previous terms as an ex-officio board member count towards the term limits? Or, do the term limits begin with the election?

An organization decides for itself the meaning of its bylaws. See RONR (10th ed.), p. 570-573 for some principles of interpretation, in case you find ambiguity in the document.

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Our non-profit bylaws state that "directors shall serve no more than two full consecutive three-year terms". A board member has been an ex-officio member for 7 years by virtue of being a co-director. Board member now holds an elected board position. Do the previous terms as an ex-officio board member count towards the term limits? Or, do the term limits begin with the election?

My answer would be probably no. A member ex officio of a board of directors is probably not a director.

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