Term limits

[Jayadev]

Our not for profit organization passed  several term limits in Semi Annual General Body meeting for Trustees. Each term is 4 years. These amendments are effective from today on wards.

The following are the major term limits.

1.     Life time term limits are three terms in any combination.

2.     If a member has served two consecutive/successive terms, he/she shall be eligible to file nomination only after a gap of two years, for the last and final third term, in lifetime.

3. Term Limits for President:

Any member, who served as president for two, one-year terms, in life time, whether consecutively, or with any gap of time, shall not be eligible for election for any executive committee position.

We have 16 trustees and some of them are serving their 5th , 4th and 3rd terms. Our current president also serving his 3rd term.

 Now my question is about the present  trustees who are in service  and meet the above term limit conditions and the present  president  who is serving his third term( started in January 2018.) 

 Are they eligible to continue   until their full term is completed ?  or   they should stop immediately serving as trustees as they met the  life time term limit conditions?

Thanks in advance

Jay

[Atul Kapur]

Assuming that these are amendments to your bylaws, they apply immediately (as you noted) and yes, that means that some of your trustees were termed out as soon as the amendments were adopted and should stop serving. If the organization wanted it to be applied differently to current trustees, you could have adopted these amendments with a provision to specify that.

Josh Martin answered this in a discussion on "Presidential Resignation - Terms". I've copied the relevant paragraph here: "when an amendment to the bylaws is adopted, the amendment takes effect immediately. As a result, if the bylaws are amended so that there is a limit of two consecutive terms, that limit will apply to all members of the board, including board members whose terms began prior to the adoption of the amendment, unless a proviso is adopted which states otherwise. Indeed, some board members may even be “termed out” immediately, if they had already served two consecutive terms. "

 

Edited May 23, 2018 at 10:30 AM by Atul Kapur, PRP "Student"

[Gary Novosielski]

14 hours ago, jay said:

Our not for profit organization passed  several term limits in Semi Annual General Body meeting for Trustees. Each term is 4 years. These amendments are effective from today on wards.

The following are the major term limits.

1.     Life time term limits are three terms in any combination.

2.     If a member has served two consecutive/successive terms, he/she shall be eligible to file nomination only after a gap of two years, for the last and final third term, in lifetime.

3. Term Limits for President:

Any member, who served as president for two, one-year terms, in life time, whether consecutively, or with any gap of time, shall not be eligible for election for any executive committee position.

We have 16 trustees and some of them are serving their 5th , 4th and 3rd terms. Our current president also serving his 3rd term.

 Now my question is about the present  trustees who are in service  and meet the above term limit conditions and the present  president  who is serving his third term( started in January 2018.) 

 Are they eligible to continue   until their full term is completed ?  or   they should stop immediately serving as trustees as they met the  life time term limit conditions?

Thanks in advance

Jay

As you noted, the bylaws were passed to be effective from "today" onwards.  So they're in effect.  Since you apparently did not pass any proviso that would allow currently serving trustees to complete their terms, anyone who exceeds the new limits stopped being trustees as soon as the vote on the amendment was announced.  

[Jayadev]

 I Thank you both 

Jay

[Guest Zev]

Pardon me for mentioning this but ...

20 hours ago, jay said:

2.     If a member has served two consecutive/successive terms, he/she shall be eligible to file nomination only after a gap of two years, for the last and final third term, in lifetime.

3. Term Limits for President:

Any member, who served as president for two, one-year terms, in life time, whether consecutively, or with any gap of time, shall not be eligible for election for any executive committee position.

The way I am reading this seems to be saying they cannot run for re-election not that they have exceeded any restriction on time actually served in office. Did I miss something here?

[Guest Student]

Well, don't forget Rule 1 "1.     Life time term limits are three terms in any combination."

That seems to cover people who are now beyond their third term - they are now in violation of this rule and therefore cannot continue to serve in the role.

[Guest Zev]

I assume then that the expression "shall not be eligible for election" does not mean what it says. Is this correct?

[Josh Martin]

12 hours ago, Guest Zev said:

I assume then that the expression "shall not be eligible for election" does not mean what it says. Is this correct?

I believe Student’s point is that the rule “Life time term limits are three terms in any combination.“ makes no reference to nomination or election, and therefore the board members who are on their fourth and fifth terms are certainly out.

As you note, there may be some ambiguity regarding the members who are on their third consecutive term, since the rules on that question refer specifically to being “eligible for election” or “eligible to file nomination.” The organization will need to decide that question.

Edited May 24, 2018 at 01:09 PM by Josh Martin

[Richard Brown]

17 hours ago, Guest Zev said:

Pardon me for mentioning this but ...

The way I am reading this seems to be saying they cannot run for re-election not that they have exceeded any restriction on time actually served in office. Did I miss something here?

 

17 hours ago, Guest Student said:

Well, don't forget Rule 1 "1.     Life time term limits are three terms in any combination."

That seems to cover people who are now beyond their third term - they are now in violation of this rule and therefore cannot continue to serve in the role.

 

4 hours ago, Josh Martin said:

I believe Student’s point is that the rule “Life time term limits are three terms in any combination.“ makes no reference to nomination or election, and therefore the board members who are on their fourth and fifth terms are certainly out.

As you note, there may be some ambiguity regarding the members who are on their third consecutive term, since the rules on that question refer specifically to being “eligible for election” or “eligible to file nomination.” The organization will need to decide that question.

I agree with Mr. Martin's analysis.  Clearly anyone  in a fourth or subsequent term is out automatically, instantly.

The gray area is an officer currently in his third consecutive term.  I read the provision the same way Guest Zev does, meaning someone in his third term can complete that term, but it is definitely ambiguous and is a question for the organization to decide.

[Josh Martin]

15 minutes ago, Richard Brown said:

The gray area is an officer currently in his third consecutive term.  I read the provision the same way Guest Zev does, meaning someone in his third term can complete that term, but it is definitely ambiguous and is a question for the organization to decide.

What makes this question especially difficult is that this seems to be the only situation where this problem could possibly arise. In the ordinary case, if someone cannot be elected to a third consecutive term they will not serve in a third consecutive term. It seems to me this situation illustrates exactly why provisos should be adopted to handle these transitions.

Edited May 24, 2018 at 06:09 PM by Josh Martin

[Guest Janine Yosuf]

On ‎5‎/‎23‎/‎2018 at 1:18 PM, Gary Novosielski said:

2.     If a member has served two consecutive/successive terms, he/she shall be eligible to file nomination only after a gap of two years, for the last and final third term, in lifetime.

I interpret this rule as those who completed two terms in consecutive has to take break for 2 years and they can contest and become trustee for final term. Here the stress is on the gap and  those who completed two terms in consecutive must take gap for two years to become trustee for third and final term. This rule applies to the current trustees also who are serving 3rd term consecutively and they have to take a break of 2 years to serve 3rd and final term.

[Gary Novosielski]

Well, at the time that they should have or would have taken a break the rule was not yet in effect, so it cannot be applied retroactively.  Breaks were not required when they started their third term, and they can't go back in time and take one now.  But the problem is with the lifetime three-term limit.  Anyone in their fourth or greater term is apparently toast at this point.

i agree with Josh that well-thought-out provisos are essential when implementing such rules.  But I also think this situation demonstrates that term limits are often more trouble than they are worth.  I have no qualm with members voting against someone because they believe the candidate has been in office too long; in fact, I think elections are the best and simplest way to limit people's terms.

[Richard Brown]

29 minutes ago, Guest Janine Yosuf said:

I interpret this rule as those who completed two terms in consecutive has to take break for 2 years and they can contest and become trustee for final term. Here the stress is on the gap and  those who completed two terms in consecutive must take gap for two years to become trustee for third and final term. This rule applies to the current trustees also who are serving 3rd term consecutively and they have to take a break of 2 years to serve 3rd and final term.

Guest Janine, that's not exactly how several of us interpret it.  At least two or three of us interpret the provision as applying to someone who wants to RUN for a third term.  It refers to what is necessary to be nominated or elected.  However, someone currently in office has already been nominated and elected.  If the provision said a person is not eligible to SERVE a third term without the required waiting period, it would be different.  But, this rule, as written, only addresses being nominated and/or elected to a third term... something that has already taken place.

As an example, suppose an organization has a rule that says a person must meet certain qualifications in order to be nominated for office.  Since that provision applies only to being nominated, it would not prevent someone who doesn't meet those qualifications from being elected as a write-in candidate or from serving if he is elected.  If it is desired to prevent someone from  actually being elected or serving without those particular qualifications, the rule should say that the requirement is a prerequisite to being elected or serving in that office.  A prohibition against being nominated is not a prohibition against being elected or serving.

Ultimately, however, because this is a bylaw provision, it is up to the organization itself to interpret the provision at issue. 

I'm curious: Are you a member of this organization?

[Gary Novosielski]

44 minutes ago, Guest Janine Yosuf said:

  On 5/23/2018 at 2:18 PM, Gary Novosielski said:

2.     If a member has served two consecutive/successive terms, he/she shall be eligible to file nomination only after a gap of two years, for the last and final third term, in lifetime.

No, I didn't say that.  I quoted that from the OP.

[Guest Janine Yosuf]

Sorry I copied the quote from your response your name. I did not mean it. I am not a member

[Gary Novosielski]

It's easy to become a member, and there's no downside.  You won't get RONR spam as a result.

[Richard Brown]

8 minutes ago, Guest Janine Yosuf said:

Sorry I copied the quote from your response your name. I did not mean it. I am not a member

 

7 minutes ago, Gary Novosielski said:

It's easy to become a member, and there's no downside.  You won't get RONR spam as a result.

I think Guest Janine might have been responding to my question asking her if she is a member of original poster Jay's organization.  But, yes, belonging to this forum does have its advantages, primarily not having to fool with those darned captchas and the fact that it is much easier for members to follow threads they have posted in.

Edited May 24, 2018 at 09:26 PM by Richard Brown
Corrected typo

[Guest Zev]

I get the impression that the lack of any proviso may have been as a result of some internal discussion as to exactly what effect this would have on current officeholders and they agreed as to what that was without having stated it in a formal manner, as those on this forum would have understood.

Suppose they wish to revisit this issue and adopt a proviso. Would you agree that they would be required to make a call in the same fashion as a bylaw amendment and then adopt the clarifying proviso?

[Josh Martin]

8 minutes ago, Guest Zev said:

I get the impression that the lack of any proviso may have been as a result of some internal discussion as to exactly what effect this would have on current officeholders and they agreed as to what that was without having stated it in a formal manner, as those on this forum would have understood.

You are more optimistic than I am.

9 minutes ago, Guest Zev said:

Suppose they wish to revisit this issue and adopt a proviso. Would you agree that they would be required to make a call in the same fashion as a bylaw amendment and then adopt the clarifying proviso?

Well, not exactly. It does not appear to be in order to adopt a proviso after the fact. The assembly could, however, accomplish this objective (with proper notice) by amending the bylaws to remove the new rules, and then add them back (with a proviso). This would, of course, require following the rules for amending the bylaws.

See this thread for further discussion of this topic.

[Guest Zev]

Yes, I read the thread. Thank you for pointing it out.

I just find the maneuver of deleting some text and then adding the exact same text back somewhat bizarre, and it looks just silly. 

So let us do what Mr. H suggested and not call it a proviso and perform the bylaw amendment in the normal fashion with notice and a 2/3 vote and be done with it.

[Jayadev]

On 5/22/2018 at 10:22 PM, jay said:

3. Term Limits for President:

Any member, who served as president for two, one-year terms, in life time, whether consecutively, or with any gap of time, shall not be eligible for election for any executive committee position.

 I thank you all for responding to my questions, the other important issue is the  about the current president. Our constitution  provides the following  provision "

Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees . Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. 

b)    Term Limits for President:

Any member, who served as president for two, one-year terms, in life time, whether consecutively, or with any gap of time, shall not be eligible for election for any executive committee position."

Our intention is who ever served as president twice shall not take up any position in the executive committee. ( president, vice president, Secretary, Treasurer, Joint Secretary and Joint Treasurer) 

Our current president  served as president for two one-year terms in the  and now he is serving as president for third term since January. Amendment passed a month ago. Does this new rule apply for him?

Thanks

 

 

Jay

[Gary Novosielski]

5 hours ago, Guest Zev said:

I get the impression that the lack of any proviso may have been as a result of some internal discussion as to exactly what effect this would have on current officeholders and they agreed as to what that was without having stated it in a formal manner, as those on this forum would have understood.

Suppose they wish to revisit this issue and adopt a proviso. Would you agree that they would be required to make a call in the same fashion as a bylaw amendment and then adopt the clarifying proviso?

Too late now, I think.  The amendment is already in effect.  They could remove the term limits and then fill the vacancies with the people who used to have those offices, I suppose, but those people are already out of office, so the time for provisos has come and gone.

[Richard Brown]

36 minutes ago, jay said:

 I thank you all for responding to my questions, the other important issue is the  about the current president. Our constitution  provides the following  provision "

Election, Qualification and Term of Office: The President, Vice President, Secretary, Joint Secretary, Treasurer, and Joint Treasurer shall be elected by the new Board of Trustees of the upcoming year at the regular annual meeting of the Board of Trustees . Each officer shall hold office for a term of ONE (1) calendar year, or until a successor shall have been duly elected. Any of the officers shall be eligible for re‐election, but shall not hold the same office for more than two consecutive terms, subject to the term limits for president as per Article V Section2(b) below. 

b)    Term Limits for President:

Any member, who served as president for two, one-year terms, in life time, whether consecutively, or with any gap of time, shall not be eligible for election for any executive committee position."

Our intention is who ever served as president twice shall not take up any position in the executive committee. ( president, vice president, Secretary, Treasurer, Joint Secretary and Joint Treasurer) 

Our current president  served as president for two one-year terms in the  and now he is serving as president for third term since January. Amendment passed a month ago. Does this new rule apply for him?

Thanks

Jay

In my opinion, the new bylaw provision (b. Term limits for president) does not apply to the current president during this current term.  I am of this opinion because the bylaw provision prohibits being ELECTED to an executive committee position after having served two one-year terms as president. The current president has already been ELECTED to this position.  The provision doesn't prohibit SERVING a third term.... it prohibits being ELECTED to a third or subsequent term.  It will prevent him from being elected to an executive committee position in the future, but it cannot retroactively "de-legitimize" his already completed election. 

If the intent was that the amendment apply to the currently serving president, it should have prohibited "being elected to or serving" as a member of the executive committee after having served two terms as president.

Ultimately, however, it is up to your organization to interpret its own bylaws.

Edited to add:  Is the current president in a third CONSECUTIVE term?  If so, the prohibition against serving more than two consecutive terms DOES seem to apply to him and should have prevented him from even being elected to the third consecutive term.  If these three terms were not consecutive, then I do not believe that provision has been violated.

Edited May 25, 2018 at 03:49 AM by Richard Brown
Added last paragraph

[Guest Student]

On 5/22/2018 at 11:22 PM, jay said:

1.     Life time term limits are three terms in any combination.

I agree with Mr. Brown's answer above, as it applies to the section you posted just above that. However, if we go back to your first post, your president may be forced out by rule 1. If "in any combination" means any combination of executive offices, then your president may have exceeded that limit if he/she had previously served in any other executive office. In that case, he/she would be forced out. 

However, it would be clearer if you (to steal Mr. Brown's mantra) quoted for us the exact language of the bylaw; your wording of rule 1 sounds like a paraphrase.

[Jayadev]

This is exact language of the bylaw

 

 

ARTICLE IV BOARD OF TRUSTEES.

Section 1: General Powers: The affairs of the corporation shall be managed by its Board of Trustees.

Section 2:

2(a): Number and Tenure: The number of trustees shall be sixteen (16), all of whom shall be members with voting rights of the corporation. The trustees shall be elected by the members at the annual meeting of the members. The patron members, as defined in Article III, shall have the right to elect ten (10) members of the Board of Trustees and the regular members, as defined in Article III, shall have the right to elect the remaining six (6) members of the Board of Trustees. Each trustee shall be elected to serve for a term of four (4) years, and until a successor trustee is duly qualified and elected, and four (4) trustees shall be elected each year

2(b): Qualifications and term limits:

i. The candidate shall be a HTGC member in good standing for two calendar years and shall have served as a member of any HTGC committee for at least one calendar year within the last ten years from the date of filing the nomination, or has ever served as a trustee on the HTGC Board, subject to the term limits for trustees.

ii. Life time term limits are three terms in any combination.

iii. Any member can serve as a trustee for two consecutive/successive terms whether any of the terms is full term of four years or partial, due to resignation. However, a member "appointed by the board of trustees to fill a vacancy" shall be eligible to serve two consecutive/successive terms as a trustee in addition to the period he/she has served as a trustee "appointed by the board to fill a vacancy".

iv. Once a member has served as a trustee, he/she shall not be eligible for appointment by the board to fill vacancy.

v. If a member has served two consecutive/successive terms, he/she shall be eligible to file nomination only after a gap of two years, for the last and final third term, in lifetime.

vi. Annual member shall not be eligible to contest for trustee position.