Term limits

[Richard Brown]

16 minutes ago, jay said:

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.

Based on what you just posted, and especially  on the provisions I have highlighted (in bold), I reaffirm my earlier position that the current president may serve out the remainder of the current term to which he was elected prior to the adoption of the bylaw amendments.  As I read these provisions, they prohibit a trustee (previously we referred to them as board members) from being NOMINATED to a third consecutive term.  They do not prohibit a trustee from completing a third term to which he had already been elected prior to the adoption of the amendments.

I note that there are separate provisions dealing with the terms of office of the president, who is apparently elected annually (from among the trustees?) to serve a term of one year.  As I recall, without going back and re-reading everything, I have previously stated that I see nothing to prohibit the current president from completing his third term to which he was elected prior to the amendments.

I'm also assuming that the provisions at issue which some claim  would prohibit the current president from completing his third term were all adopted after he was elected to the third term.  I'm making the same assumption with regard to the provisions regarding term  limits for trustees.  Both sets of provisions seem to prohibit only being nominated for or elected to a third consecutive term, but do not prohibit completing a term to  which one  was nominated and elected prior  to  the adoption of the amendments.

[Josh Martin]

14 hours ago, Guest Zev said:

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.

As is noted in that thread, however, this has the disadvantage of encumbering the text of the bylaws with provisions that only have temporary application (which is why provisos exist in the first place).

14 hours ago, jay said:

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?

It will be up to your organization to interpret its bylaws. For future reference, the society should have these conversations before such rules are adopted, and address such issues in a proviso.

As has been previously noted, the general rule is that amendments to the bylaws take effect immediately. There is no automatic “grandfather clause” for current officers. What complicates matters in this case is that some (but not all) of the rules in question refer specifically to being elected or nominated rather than to serving. It may be that the intent or effect of such provisions was to exempt some portion of the current officers from the new rules.

13 hours ago, Gary Novosielski said:

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.

I believe the primary concern is not regarding the members who are serving in their fourth and fifth terms, but regarding the members who are serving in their third consecutive terms, since it appears ambiguous whether it is in fact correct that “those people are already out of office.” Additionally, the proviso (or amendment) could be written in such a way to permit the society to elect the members in question to fill the vacancies which have been created.

13 hours ago, Richard Brown said:

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.

Mr. Brown, my understanding is that the President was elected to a third consecutive term prior to the existence of this rule.

Edited May 25, 2018 at 05:17 PM by Josh Martin

[Gary Novosielski]

3 minutes ago, Josh Martin said:

I believe the primary concern is not regarding the members who are serving in the fourth and fifth terms, but regarding the members who are serving in their third consecutive terms, since it appears ambiguous whether it is in fact correct that “those people are already out of office.” 

Oh, I'll grant that the people in their third term are on a much firmer footing.  They don't violate the lifetime limit, and at the time of their election there was no rule that they must take a break before being elected again, so they don't appear to be in violation of any current rule.  As is common, the drafters of the language did not distinguish between prohibitions against nomination for, election to, and holding of an office to a degree that would avoid ambiguities. So it will be up to the society to interpret the meaning of the rule, as is so often the case. 

[Atul Kapur]

4 hours ago, Richard Brown said:

I reaffirm my earlier position that the current president may serve out the remainder of the current term to which he was elected prior to the adoption of the bylaw amendments.

I agree with Mr. Brown. Thank you, Jay, for posting the exact bylaws language. While your organization has to interpret the bylaws for itself, it seems clear - to me, at least - that the "three terms lifetime" limit applies to trustees (four-year term) rather than to the Executive positions (one-year term).

So my previous reservation (which I posted as "Student") is withdrawn.