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When does an elected term end?


Guest Harvey Morse

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Guest Harvey Morse

Our by-laws state that officers are elected for a "one year" term. There are no exceptions or additional provisions. We are required to follow Roberts Rules both by state statute and our by-laws. The current Board has set the annual meeting for six days after their one year term has expired, and have advised the HOA owners, that they intend to remain in office for ten (10) more additional days after the election. There is no reason that the board could not have set the annual meeting in advance of the one year deadline except for egotistical control. I have the following questions:

 

1. Can a board with a one year term remain in office beyond that year when there are no provisions to do so and there have been no exigent circumstances?

 

2. Can the board decide to set an election beyond their one year term, and arbitrarily decide to remain in office for yet an additional period of time? 

 

3. If by operation of the by-laws and statute, the boards term ends before the next annual meeting, are they still in a position of authority to run that meeting? If not, who does?

 

4. Please verify that unless there are other provisions in the by-laws or statutes, once an election is held, the newly elected board takes over, then and there or at the conclusion of the meeting

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1. Can a board with a one year term remain in office beyond that year when there are no provisions to do so and there have been no exigent circumstances?

 

No (and not even if there have been exigent circumstances).

 

2. Can the board decide to set an election beyond their one year term, and arbitrarily decide to remain in office for yet an additional period of time? 

 

Yes to the first part, no to the second. When the bylaws provide for a "one year term," this should generally be understood to mean the period between one annual meeting and the next. Annual meetings will not always be exactly one year apart. The board certainly may not decide that the current board members will serve for an additional ten days after the election.

 

3. If by operation of the by-laws and statute, the boards term ends before the next annual meeting, are they still in a position of authority to run that meeting? If not, who does?

 

In my opinion, the board members can continue to serve up to and including the annual meeting, but no longer.

 

4. Please verify that unless there are other provisions in the by-laws or statutes, once an election is held, the newly elected board takes over, then and there or at the conclusion of the meeting

 

When the election is held, the newly elected candidates take office immediately, unless the bylaws provide otherwise.

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I agree completely with Josh Martin's thorough response, but have a couple of questions (and comments) for our original poster.

 

1.  Do your bylaws say anything about when the officers assume office, such as "upon adjournment of the annual meeting"?  That is a very common provision.  If so, it adds to the theory that officers, pretty much by necessity, serve until the next annual meeting.  However, I agree that even in the absence of such a provision, the officers would serve at least until the election of new officers at the next annual meeting.

 

2.  Comment:  If the society could never hold one annual meeting even one year and a day past the last annual meeting, then it would have to always do one of two things:  (A) hold the annual meeting on the same date each year, regardless of the day of the week, holidays, etc or ( B ) keep moving the annual meeting up by a few days or a week or two (so as to always have it on a weekend), in which case, after a year or so, one annual meeting would be occurring just a week or two after the previous annual meeting and finally the dates would merge.  What would happen then?

 

Common sense seems to dictate that unless bylaws clearly provide otherwise, officers would serve from one annual  meeting until  the next.

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