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Secretary of a not-for-profit education foundation


Guest Jeffrey A. Gordon
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Guest Jeffrey A. Gordon

A question has arisen about when a Board member's term of office actually ends on a not-for-profit education foundation I serve on.

Here is the pertinent part of the Bylaws:

Section 3. Elections and Terms of Office .

a. The total number of Elected Directors positions shall be divided into three

(3) classes, with each class consisting of one-third of the Elected Directors

positions or as close to one-third as is practical. The terms of the Elected

Directors shall be staggered so that the term of one such class of Elected

Directors shall expire at the Annual Meeting.

b. The initial Elected Directors and their classes shall be elected and

designated by the Incorporator(s) to terms of office as follows:

1. The first class shall expire at the first Annual Meeting of the Board of

Directors;

2. The second such class shall expire at the second Annual Meeting of the

Board of Directors; and

3. The third such class shall expire at the third Annual Meeting of the

Board of Directors.

c. At each Annual Meeting after the third Annual Meeting, Elected Directors

shall be elected by the Board of Directors for terms of three (3) years.

There are no term limits.

d. Directors may be elected for shorter terms as necessary to fill vacancies or

to keep the staggered terms of each class in effect.

 

 

Would this mean that at the start of the Annual Meeting, a Board member who's term is set to expire at an Annual Meeting is no longer is on the Board, thus their last Board meeting would occur at the Board meeting immediately preceding the Annual Meeting?  This is how the Board is interpreting the above wording.  There is no wording that a term as a Board member expired after the Annual Meeting.

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Robert's Rules (RONR), in its section on elections, states that "an election to an office become final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy" (RONR pg. 444, ll. 18-20). It further states, "An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time" (RONR pg. 444, ll. 28-30).

I don't see anything in your bylaws that would change that. So whenever you hold the elections during your annual meeting is when the new officers take over. For that reason, most organizations either hold the elections at the beginning of the meeting (if they want the new officers to run the annual meeting) or at the end of the meeting (if they want the outgoing officers to run the annual meeting).

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Thank you for your reply and help.

The Bylaws say:

There shall be no fewer than five (5) and no more than eighteen (18) elected Director positions. The Board of Directors shall determine the number of directorships within these limits from time to time.

 

So, there are times at an Annual meeting when no new Directors are elected.  At this year's Annual Meeting, no new Board members are to be elected, so 2 Board members have terms that expire at the Annual meeting.  In this scenario, would Robert's Rules have their terms end at the start of the meeting or the end of the meeting?  However, if a new Board member were to be elected at the Annual Meeting, then an expiring term of a current Board member would end once a new Board member is elected, it would seem

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Hm. That becomes an interpretive matter with respect to your bylaws; namely, how do we interpret "at the annual meeting." What Robert's Rules says about that is that it is up to the members of an organization to interpret its own bylaws. When you do have elections at an annual meeting, when in the meeting do they occur?

It sounds to me as though an amendment to your bylaws would be in order - to say something like (in section a): "The terms of the Elected Directors shall be staggered so that the term of one such class of Elected Directors shall expire at the Annual Meeting upon the election of their successors, or if no elections are held at the annual meeting, upon the convening/conclusion of the meeting.

Then the organization itself can decide which it is.

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