Board Members resigned, can it be counted as part of the longest 1/3 members need to retire for next board election?

[Guest Sandy H]

We have 10 board members and 2 members have resigned before the term. Now 1/3 of the board members of has the longest service have to retire, if full board(10 members), 3 members have to retire, Are the two resigned members counted as retired and only one more member need to retire. Or we consider the board has now 8 directors and 2 members should retire? Thanks.

[Gary c Tesser]

First, Sandy H, would you please clarify for us why those board members with the longest service **HAVE** to retire?

[Tim Wynn]

First, Sandy H, would you please clarify for us why those board members with the longest service **HAVE** to retire?

It sounds like some ill-conceived term or term limit, probably scratched into the bylaws amid legal sounding words like thereof and heretofore, with a reiterated number thrown in for good measure, such as " one third (1/3)."

[Guest Edgar]

Are the two resigned members counted as retired and only one more member need to retire. Or we consider the board has now 8 directors and 2 members should retire?

I'm afraid no one here can tell you what your rules mean. You'll need to get your members together and try to figure that out for yourselves. You could start by trying to figure out just what your rules mean by "retire". If it simply means "leave office" then, yes, someone who has resigned has left office. But that's just one way of looking at it. And it might be the wrong way, depending on what your rules say.

As far as RONR is concerned (and that's about all we can tell you here), no one has to retire.

[Trina]

We have 10 board members and 2 members have resigned before the term. Now 1/3 of the board members of has the longest service have to retire, if full board(10 members), 3 members have to retire, Are the two resigned members counted as retired and only one more member need to retire. Or we consider the board has now 8 directors and 2 members should retire? Thanks.

Board Members resigned, can it be counted as part of the longest 1/3 members need to retire for next board election?

I'm guessing that the 3 longest-serving board members are usually kicked out and replaced when election time comes. In this case 2 (perhaps not of the longest-serving contingent) have resigned early.

As others have said, the question of how many more members need to leave the board is a matter of bylaws interpretation (see RONR 11th ed. pp. 588-591 for some useful principles that may help you with that task). Note that you (guest_Sandy H) have not even quoted the exact language from your bylaws. Even if you did, posters here generally will not offer much help with bylaws interpretation (we simply don't have enough information about the bylaws, nor about other possibly relevant information, for your particular organization). If you quote the exact language that requires 1/3 of the members to retire, we might (or might not) be able to say something helpful, in the context of RONR.

One question I would ask is -- why not follow your vacancy-filling provisions and bring your board back up to 10 members? Wouldn't that avoid the uncertainty about what to do when the next election comes around?

[Guest Sandy_H]

Sorry, it is according to the Articles - rotation of directors ".. in every subsequent year, one-third of the Directors shall retire from office" "The Directors to retire in every year shall be those who have been longest in office since their last election." If 2 directors have resigned, 1/3 of directors shall base on remaining 8 directors or original 10 and treat the two resigned directors as two of the three directors require to retire?

[Trina]

Sorry, it is according to the Articles - rotation of directors ".. in every subsequent year, one-third of the Directors shall retire from office" "The Directors to retire in every year shall be those who have been longest in office since their last election." If 2 directors have resigned, 1/3 of directors shall base on remaining 8 directors or original 10 and treat the two resigned directors as two of the three directors require to retire?

I'll venture the comment that an ambiguity must exist before a bylaw is subject to interpretation. The bolded phrase does not sound very ambiguous, although it may not have the intended effect (the effect intended by the framers of the bylaws) in this situation. One thing that isn't clear at all is how 'one-third' of 10 people turns into 3 -- RONR always rounds such fractions up to the nearest whole person. Specifically, if 3 1/3 people are to retire (one-third of 10), you haven't really satisfied that requirement if only 3 retire. Even odder is the suggestion (in the original post) that one-third of 8 equals 2 (??). One-third of 8 is 2 2/3, and, even if you are following a convention of rounding to the nearest whole number, 2 2/3 rounds to 3, not 2.

I would suggest that your organization consider clarifying (by amendment) the bylaws. Perhaps, as an interim solution, the 2 vacancies could be filled, so that you're at least dealing with a familiar situation at the next election. Whether this is feasible may depend on other parts of your bylaws.

underlined text added after reading Mr. Hunt's post. I'll leave my imprecise statement about RONR 'rounding up' to the nearest whole person, since it's already been read and quoted

[Sean Hunt]

I'll venture the comment that an ambiguity must exist before a bylaw is subject to interpretation. The bolded phrase does not sound very ambiguous, although it may not have the intended effect (the effect intended by the framers of the bylaws) in this situation. One thing that isn't clear at all is how 'one-third' of 10 people turns into 3 -- RONR always rounds such fractions up to the nearest whole person. Even odder is the suggestion (in the original post) that one-third of 8 equals 2 (??). One-third of 8 is 2 2/3, and, even if you are following a convention of rounding to the nearest whole number, 2 2/3 rounds to 3, not 2.

That's not quite true, RONR does not round. Any thresholds are expressed directly, and then to satisfy them you will need a number greater than (or equal to or greater than, depending on context) the threshold. For instance, a majority if 26 people is "more than half of 26". 13.1 people would satisfy that, if it were possible to get a tenth of a person to show up.

Now, as for how to apply this to the bylaws, one must decide how, exactly, three and one-third directors retire, especially if you interpret that a director cannot voluntarily retire and use the custom of three directors retiring as a guide. This should probably be decided upon at the next general meeting, which may or may not be the election meeting. You could avoid this entirely by amending the bylaws to indicate that it is "one-third, rounded down" since that seems to match existing practice (although "one-third, rounded to the nearest integer" would also work and be compatible with your custom).

[Guest Sandy_H]

Thank you for the comments. Our by-law is to round down, so it will be 2 directors out of remaining 8 directors need to retire from office. And if 10 board members, it will be 3 directors need to retire. Because our next AGM is coming soon, we do not have enough time to appointed 2 directors which create this scenairo.

[Sean Hunt]

Our by-law is to round down

And this is why we try to stay away from bylaw interpretation on this forum

[Tim Wynn]

Instead of worrying about all this rounding, the bylaws should be amended to clearly define the term of office. When the term ends, no one has to retire; the term is just over, replaced by another, and this should not be affected by how many board members are in office.

[Trina]

Thank you for the comments. Our by-law is to round down, so it will be 2 directors out of remaining 8 directors need to retire from office. And if 10 board members, it will be 3 directors need to retire. Because our next AGM is coming soon, we do not have enough time to appointed 2 directors which create this scenairo.

And this is why we try to stay away from bylaw interpretation on this forum

Yup, sort of makes me regret my earlier comment about the phrase, ".. in every subsequent year, one-third of the Directors shall retire from office," Apparently the (seemingly clear) meaning of 'one-third' was modified by language elsewhere in the bylaws. Perhaps the meaning of 'of the Directors' (which, standing alone, should refer to actual people who are directors, rather than to total number of positions) also becomes less certain, when viewed in light of other portions of the bylaws.

Sandy H, you and your fellow members have the benefit of reading the bylaws in their entirety -- if the requirement in the bylaws still appears unclear to your organization, please take a look at the principles of bylaws interpretation in RONR (11th ed. pp. 588-591).