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Exception to membership term


Guest Jeanette

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Guest Jeanette

Our bylaws specify that "The term of office served by elected members of the Board shall be three years.  Elected members are eligible to be nominated by the Nominating Sub-Committee to succeed themselves for one additional three-year term." Is there any way (short of bylaws revision) to make an exception to this rule to allow a member (for whose service there is a special need) to serve one additional year after the end of his second three-year term?

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Our bylaws specify that "The term of office served by elected members of the Board shall be three years. Elected members are eligible to be nominated by the Nominating Sub-Committee to succeed themselves for one additional three-year term." Is there any way (short of bylaws revision) to make an exception to this rule to allow a member (for whose service there is a special need) to serve one additional year after the end of his second three-year term?

Do the bylaws provide that the officers shall serve until their successors are elected?

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Do the bylaws provide that the officers shall serve until their successors are elected?

 

Apparently not, but even if the bylaws do provide that officers shall serve until their successors are elected, I don't think that deliberate refusal to hold an election is a proper way to get around term limits. 

 

Now I suppose that someone may argue that ineligibility "to be nominated by the Nominating Sub-Committee" doesn't necessarily imply ineligibility to be elected for an additional term, but I don't think I will (at least not without something more from the bylaws to back it up). 

Edited by Daniel H. Honemann
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Our bylaws specify that "The term of office served by elected members of the Board shall be three years.  Elected members are eligible to be nominated by the Nominating Sub-Committee to succeed themselves for one additional three-year term." Is there any way (short of bylaws revision) to make an exception to this rule to allow a member (for whose service there is a special need) to serve one additional year after the end of his second three-year term?

 

 

Apparently not, but even if the bylaws do provide that officers shall serve until their successors are elected, I don't think that deliberate refusal to hold an election is a proper way to get around term limits. 

 

Now I suppose that someone may argue that ineligibility "to be nominated by the Nominating Sub-Committee" doesn't necessarily imply ineligibility to be elected for an additional term, but I don't think I will (at least not without something more from the bylaws to back it up). 

 

I think a better argument could be made that unless nominated by the Nominating Sub-Committee for one additional three-year term, no one can serve even a second consecutive three-year term in office ("succeed themselves"), let alone part of a third term.

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I think a better argument could be made that unless nominated by the Nominating Sub-Committee for one additional three-year term, no one can serve even a second consecutive three-year term in office ("succeed themselves"), let alone part of a third term.

 

 

That makes considerable sense to me as an interpretation.

 

Is there any way that this special need for the added one year can be accomplished without this person actually being on the Board? Very often, it seems to me, that such specialized services could be accomplished by appointing such a person to a position or committee.

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I think a better argument could be made that unless nominated by the Nominating Sub-Committee for one additional three-year term, no one can serve even a second consecutive three-year term in office ("succeed themselves"), let alone part of a third term.

 

Sure, but apparently this nomination and election has already happened and the member is now approaching the end of his second three-year term. As a consequence, the question is now whether or not he, as an elected member of the Board, is eligible to be nominated by the Nominating Sub-Committee to succeed himself for one additional three-year term, and if not (and I would think not), is he no longer eligible to be elected to serve again. As I said, I suppose that someone may argue that ineligibility "to be nominated by the Nominating Sub-Committee" doesn't necessarily imply ineligibility to be elected for an additional term, but I don't think I will (at least not without something more from the bylaws to back it up). 

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 . . As I said, I suppose that someone may argue that ineligibility "to be nominated by the Nominating Sub-Committee" doesn't necessarily imply ineligibility to be elected for an additional term, but I don't think I will (at least not without something more from the bylaws to back it up). 

Well, shucks.  I was hoping that somebody would make that argument so that I can see how this plays out!  FWIW, I agree that that argument could indeed be made.  It's ultimately up  to the society itself to interpret that  provision.    Shmuel's "a better argument" interpretation is also a good one.  

 

How much simpler life would be if organizations would stick to standard terminology when drafting bylaws!    The language on page 585 of RONR re term limits is simple, clear and unambiguous:  "no member shall be eligible to serve three consecutive terms in the same office."   But, I suppose that even with that wording, someone could make the argument that it would be permissible to be elected to a third term as long as the member resigns before completing (serving) the term (or before serving half the term).

 

I've often wondered why RONR uses that language rather than saying that "no member shall be eligible to serve more than two consecutive terms in the same office".  Can someone from the A-team explain the rationale?

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I've often wondered why RONR uses that language rather than saying that "no member shall be eligible to serve more than two consecutive terms in the same office".  Can someone from the A-team explain the rationale?

 

If the bylaws say that "no member shall be eligible to serve more than two consecutive terms in the same office", someone (not I) will insist that a member who has served two consecutive terms in an office can never again serve in that office (unless, of course, the bylaws are amended to say that he can). 

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Our bylaws specify that "The term of office served by elected members of the Board shall be three years.  Elected members are eligible to be nominated by the Nominating Sub-Committee to succeed themselves for one additional three-year term." Is there any way (short of bylaws revision) to make an exception to this rule to allow a member (for whose service there is a special need) to serve one additional year after the end of his second three-year term?

 

 

The wording of your bylaws should be tightened.  Carefully allow what you want to allow.  Preclude what you don't want to ever allow.  Allow exceptions if that's what you want.  Your current bylaws don't say "ONLY one additional three-year term."  

 

If you really don't want people serving more than six years on the board, consider a wording like, "No person shall serve consecutive terms on the Board, either full or partial, aggregating more than six years.  A board member who has served six consecutive years shall be ineligible to serve as a Board member for one year."

 

-Bob

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Do your bylaws allow nominations from the floor? Or only from the sub- committees? Ditto allow write-in candidates?

 

It should be noted that nominations from the floor and write-in votes are permitted unless the bylaws explicitly prohibit them. The way this post is written seems to suggest that it's the other way around.

 

I also don't know why we need answers to these questions. I don't see how these details would change the answer to the original question (and I don't think they're too relevant to the tangential issues that have been discussed either).

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Guest Frigyes

It should be noted that nominations from the floor and write-in votes are permitted unless the bylaws explicitly prohibit them. The way this post is written seems to suggest that it's the other way around.

 

I also don't know why we need answers to these questions. I don't see how these details would change the answer to the original question (and I don't think they're too relevant to the tangential issues that have been discussed either).

...someone may argue that ineligibility "to be nominated by the Nominating Sub-Committee" doesn't necessarily imply ineligibility to be elected for an additional term...

 

I guess I'm that cheese-paring someone...

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...someone may argue that ineligibility "to be nominated by the Nominating Sub-Committee" doesn't necessarily imply ineligibility to be elected for an additional term...

 

I guess I'm that cheese-paring someone...

It is, of course, ultimately up to the society to interpret its own bylaws, but I personally don't find this argument very persuasive, at least based upon the facts provided so far.

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