Clarification questions re: term limits/new bylaws

[patj]

1. It appears I'm getting conflicting responses. Perhaps the cause is my failure to stress that these are entirely new Bylaws, not amendments of the old ones. The old Bylaws expired in April 2011 and the new Bylaws took effect immediately. This was during the 2nd one year term of the allowed 2 one year terms of the President.

Since the new Bylaws is an entirely new document, shouldn't we go by the new bylaws just as if there were no previous Bylaws?

2. As far as no one being nominated for the position of President:

Both old and new Bylaws stated that the President cannot serve more than these 2 one year terms. In both the old and new Bylaws there is a stipulation that "Each Board member shall hold office until his/her successor shall take office."

Does that mean that the current president would remain in that office until someone succeeds him/her?

[Guest Edgar]

Since the new Bylaws is an entirely new document, shouldn't we go by the new bylaws just as if there were no previous Bylaws?

Yes, but you're acting as if the old organization was dissolved a new organization was created.

Assuming that's not what happened, if the current ("new") bylaws say that the president serves no more than two terms, than that applies to the current president, regardless of which rules might have been in effect when he first took office.

Pretend you just joined the organization and have no knowledge of any old rules. Apply the current rules to the current situation.

[Tim Wynn]

1. It appears I'm getting conflicting responses. Perhaps the cause is my failure to stress that these are entirely new Bylaws, not amendments of the old ones. The old Bylaws expired in April 2011 and the new Bylaws took effect immediately. This was during the 2nd one year term of the allowed 2 one year terms of the President.

Since the new Bylaws is an entirely new document, shouldn't we go by the new bylaws just as if there were no previous Bylaws?

2. As far as no one being nominated for the position of President:

Both old and new Bylaws stated that the President cannot serve more than these 2 one year terms. In both the old and new Bylaws there is a stipulation that "Each Board member shall hold office until his/her successor shall take office."

Does that mean that the current president would remain in that office until someone succeeds him/her?

1. It WAS a bylaw amendment. You did not adopt bylaws for the first time. If you had, you would have created a new organization with no members. I hope that clears it up.

2. No, it means board members serve such a term, which the president may or may not be.

[Tim Wynn]

Yes, but you're acting as if the old organization was dissolved a new organization was created.

Assuming that's not what happened, if the current ("new") bylaws say that the president serves no more than two terms, than that applies to the current president, regardless of which rules might have been in effect when he first took office.

Pretend you just joined the organization and have no knowledge of any old rules. Apply the current rules to the current situation.

I bet you wish you could edit out "than."

[Guest Edgar]

I bet you wish you could edit out "than."

Yes; and insert "and" in the first sentence.

[Trina]

1. It appears I'm getting conflicting responses. Perhaps the cause is my failure to stress that these are entirely new Bylaws, not amendments of the old ones. The old Bylaws expired in April 2011 and the new Bylaws took effect immediately. This was during the 2nd one year term of the allowed 2 one year terms of the President.

Since the new Bylaws is an entirely new document, shouldn't we go by the new bylaws just as if there were no previous Bylaws?

2. As far as no one being nominated for the position of President:

Both old and new Bylaws stated that the President cannot serve more than these 2 one year terms. In both the old and new Bylaws there is a stipulation that "Each Board member shall hold office until his/her successor shall take office."

Does that mean that the current president would remain in that office until someone succeeds him/her?

Unless you dissolved the organization (rescinded the bylaws), and then started a new organization from scratch -- adopting bylaws, enrolling members, holding elections, etc. -- what you describe is indeed one form of bylaws amendment. Replacing the whole document is called a revision, but it is, technically, a form of amendment. The one detail that gives me pause is that you say the old bylaws 'expired' -- could you explain? Was there something in the old bylaws that dictated this expiration, and, if so, did the organization actually disband, however briefly?

Regarding your second question, it appears you have a contradiction in the bylaws -- one section says the President holds office (i.e. serves) until a successor takes office; another section says the President cannot serve more than 2 one-year terms.

[Tim Wynn]

Unless you dissolved the organization (rescinded the bylaws), and then started a new organization from scratch -- adopting bylaws, enrolling members, holding elections, etc. -- what you describe is indeed one form of bylaws amendment. Replacing the whole document is called a revision, but it is, technically, a form of amendment. The one detail that gives me pause is that you say the old bylaws 'expired' -- could you explain? Was there something in the old bylaws that dictated this expiration, and, if so, did the organization actually disband, however briefly?

Regarding your second question, it appears you have a contradiction in the bylaws -- one section says the President holds office (i.e. serves) until a successor takes office; another section says the President cannot serve more than 2 one-year terms.

In general, the qualification that an officer serves until a successor is elected or takes office is a definition of the term of office. So, going beyond the set number of years to fulfill the "until successor is elected" part does not constitute an extension in office beyond the term. It's simply the same term.

I do not know how this affects the original poster's bylaws, since I have not read them. It could reasonably be argued that the designation "one-year" term simply identifies the term without specifically causing a limitation based on its use in this general case.

[Burke Balch]

Regarding your second question, it appears you have a contradiction in the bylaws -- one section says the President holds office (i.e. serves) until a successor takes office; another section says the President cannot serve more than 2 one-year terms.

"Each Board member shall hold office until his/her successor shall take office."

The bylaw provision sounds like it has the effect of extending a term until the successor takes office, not creating a new term that then violates the term limits. Cf. RONR (11th ed.), p. 573, l. 33 to p. 574, l. 3.