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Officers exceeded term limits


In California
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Our bylaws have three-year term limits, with special provision for an additional year -- with one-year gaps between terms.  California law also mandates four-year term limits for our kind of corporation.

Two of our officers -- Chairman and Treasurer -- are in their fifth and sixth years, respectively.  The treasurer is also the chairman of the nomination committee.  At the last meeting, when it came time for his report, he reported that the committee had no report, and on this advice, the board tabled electing new officers.  Unfortunately, the committee did have nominees to report.

Since then, the rest of the board has been made aware of this situation and have called a special meeting to elect new officers.

Our officers serve one-year terms, or until a successor assumes the duties of office.

My question - do we have to notify and invite the current chairman and treasurer to the meeting -- even though they've exceeded the term limits, or are they automatically out, and we're without officers until we elect new ones?

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This sounds like a mess.  In my opinion, since they serve until a successor assumes the duties of office (the recommended language in RONR is until their successors are elected, and I think it is preferable), they are still in office until new officers take office.  On the other hand, a point of order could be raised regarding their disqualification for office.  Stay tuned for more decisive answers.

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Guest Who's Coming to Dinner

If the chairman and treasurer were, at some time in the past, announced as elected to those positions, then they are still the chairman and treasurer until a point of order is raised at a meeting. So they should receive notice of the special meeting.

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Guest Who's Coming to Dinner
2 hours ago, In California said:

They technically haven't been reelected.

They just continue to show up and run the organization.

Uh-oh. Do your bylaws say these board members serve "AND until their successors are elected?" If they don't, then the offices have been vacant since the term expired. Either way, your elections are overdue and should be conducted as soon as possible, observing whatever term limits may apply.

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No, they serve one-year terms, or until a successor assumes the duties of office.

So the offices are vacant.

So now, back to the term limits -- are they still on the Board until the rest of the Board votes them off (or at least votes to acknowledge the current board), or they out, see-you-later, and we're not going to give them notice of the meeting?  

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5 hours ago, Guest Who's Coming to Dinner said:

Uh-oh. Do your bylaws say these board members serve "AND until their successors are elected?" If they don't, then the offices have been vacant since the term expired. Either way, your elections are overdue and should be conducted as soon as possible, observing whatever term limits may apply.

I'm not so sure about this. RONR, pp. 573-574, makes it clear that the difference between the two phrases "or until..." and "and until..." is in how an officer can be removed from office before his term has been completed. It seems to me that once the calendar-defined term of office has been completed, both phrases produce the same result - i.e., the officer remains in his position until a successor is elected.

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5 hours ago, In California said:

No, they serve one-year terms, or until a successor assumes the duties of office.

So the offices are vacant.

So now, back to the term limits -- are they still on the Board until the rest of the Board votes them off (or at least votes to acknowledge the current board), or they out, see-you-later, and we're not going to give them notice of the meeting?  

No, I believe that the distinction between And and Or, while it can be critical in other contexts, is not an important difference once the natural terms are over.  The point is that their terms, if not ended prematurely, continue until a successor, at the very least, exists.  

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