Board member term expiring

[Guest Carol]

Our Board members are elected at our Annual General Meetings for 3 year terms each June at our AGM. At the end of the terms they can stand for re-election for an additional 3 year term to a maximum of 9 years in total on the Board. Two of our Board members (the Chair and Secretary Treasurer unfortunately) are due for re-election at this year's AGM in June. Unfortunately, due to an emergency at our organization, we need to postpone the AGM until September. The change in timing works for everything except that our bylaws state "At each annual meeting there shall be an election by members of Directors to fill any vacancy on the Board of Directors, which Directors shall hold office for three years."

I wish I had read RONR Chapter XVIII, article IV, because we fear that our bylaw wording could leave us without 2 important directors if their terms expire in June (3 years after their last re-election). Or, is the 'three years' normally viewed as anytime within that year? Would that be viewed as a reasonable way to interpret that phrase in our bylaws?

[Hieu H. Huynh]

Ultimately it is up to your organization to interpret your bylaws. In that RONR section you referenced, it says that "the terms of the outgoing officers end when those of the incoming officers begin" (RONR 11th ed., p. 573, ll. 32-33).

[Guest Carol]

Thank you Hieu. I did review that section you referenced but didn't think it would apply, since it is their terms as directors rather than their terms as officers that are expiring.

[Hieu H. Huynh]

In the same section, "Directors should be classed as officers." (RONR 11th ed., p. 572, l. 23)

[Guest Colleen]

Thank you so much, your answers have been extremely helpful.