Extend President's term beyond Bylaws limitations

[cfourkays]

This is a Not-for profit 501 ©, Florida.

It owns a piece of real property that the organization is in the process of selling and acquiring a new piece of property in a different location.

None of the Corporation Officers Bor oard of Directors are paid, except for miscellaneous expenses.

 

The current President has been the prime Officer in the negotiations concerning the sale and acquisition of new property.

His term of Office ends this January.

 

Article 6: Election of Officers: "All officers of the corporation shall serve during the time for which they are elected and any officer may succeed himself in office indefinitely except the President who may serve not more than two (2) consecutive terms as President. The President, after a lapse of one (1) year, shall again become eligible for election to the office of President.

 

The Board has unofficially, at this time, would like to waive, temporarily, in this case only, the 2 year limit.

 

The Organization's Charter specifies, in part, "To promote and provide adequate facilities and services for meeting places,clubrooms, halfway houses and other places of encouragement, rehabilitation,medical and other treatment and recreation of persons with alcoholism."

 

As you can probably see, this is not the normal relocation of a club. The current President has been totally involved and the Board would like him to remain in Office for one more year.

 

The Art 6: Para is the one we need help with.

Attached is a copy of the Bylaws. 

FH ByLaws Rev 2013 0910.pdf

[Edgar Guest]

The Board has unofficially, at this time, would like to waive, temporarily, in this case only, the 2 year limit.

 

Sorry. No can do.

[Chris Harrison]

You cannot waive the term limits unless you amend the bylaws to do so.  However, what stops the Board from authorizing the (soon to be former) President to continue being the main negotiator?

[Bruce Lages]

If the only reason you want to keep this person in office as president is to maintain his status as the prime negotiator in your land sale and acquisition, you can probably do that by adopting a motion to that effect - unless you have some very specific rule stipulating that only the president can perform that function. You might have to have the new president (or some other officer) sign the actual contracts, but that does not mean your current president can't do the negotiating. 

 

Edit:  Yea, what Chris said.

[Edgar Guest]

This is a Not-for profit 501 ©, Florida.

It owns a piece of real property that the organization is in the process of selling and acquiring a new piece of property in a different location.

None of the Corporation Officers Board of Directors are paid, except for miscellaneous expenses.

 

The Organization's Charter specifies, in part, "To promote and provide adequate facilities and services for meeting places,clubrooms, halfway houses and other places of encouragement, rehabilitation,medical and other treatment and recreation of persons with alcoholism."

 

These facts are irrelevant.

[Edgar Guest]

 . . .what stops the Board from authorizing the (soon to be former) President to continue being the main negotiator?

 

What gives the board the authority to do so?

[Richard Brown]

What gives the board the authority to do so?

What prevents the board from doing so?  The board here seems to have pretty much full authority to manage the affairs of the society. 

 

I'm not aware of anything in RONR or in the bylaws that prohibits the board from naming someone as the principal negotiator for the society.  Being the "chief negotiator" is not the same thing as being the "chief executive officer".  Seems to me the "chief negotiator" can negotiate the contract and the president signs off on it.  I don't see a problem.  It's like a committee of one.

[Gary Novosielski]

What gives the board the authority to do so?

The same authority that they would have to appoint someone to paint the clubhouse.

[Edgar Guest]

The board here seems to have pretty much full authority to manage the affairs of the society. 

 

Assuming you've read the attached file (I haven't), I'll take your word for it.

[Edgar Guest]

The same authority that they would have to appoint someone to paint the clubhouse.

 

Which came from where?

[Timothy]

I agree with what the others have said. RONR doesn't allow the bylaws to be suspended and there are other options anyway. But I've never read Robert's Rules in Plain English, so maybe your parliamentary authority allows something that Robert's Rules of Order Newly Revised doesn't.

[Gary Novosielski]

Which came from where?

Presumably it comes from language in the bylaws, typically authorizing the board to carry out the business of the association between meetings.

 

Either they're authorized or they're not, and the bylaws determine it.  But if we're assuming (We are, aren't we?) that the board president had the right to carry out negotiations on behalf of the board, then I think it's reasonable to assume that the board could designate another individual to perform that task, as long as the bylaws do not assign that duty to the president specifically.

[Edgar Guest]

 . . . as long as the bylaws do not assign that duty to the president specifically.

 

It's not hard to come up with a potential wrinkle.

[Josh Martin]

I agree with what the others have said. RONR doesn't allow the bylaws to be suspended and there are other options anyway. But I've never read Robert's Rules in Plain English, so maybe your parliamentary authority allows something that Robert's Rules of Order Newly Revised doesn't.

 

The third party knockoffs of RONR often say some strange things, but I quite doubt that it permits a society to suspend the rules in its bylaws, when the bylaws do not provide for their own suspension and the rule is not in the nature of a rule of order.