Term limits and violation of bylaws

[Jamies]

I would like to seek opinions on the following scenario:

A current president was elected to a two-year term. Prior to that this individual served on the same board, though in a different capacity. In total, the individual has served on the board 8 years or 4 consecutive two-year terms. This individual has now been slated as past president, which is another two-year term. 

The bylaws state:

All members of the Board of Directors shall be elected for two year terms as provided for in Article IV and shall fulfill their positions as described in Section 2 of this Article, until their successors take office, with the exception of the Past President. In order to serve as immediate Past President, the person must have been elected to the position of President and have served the entire term. The immediate Past President may not run for office until the term as Past President is completed. The Past President position shall only last one term, after which the position converts to a regular elected board member at large position, for situations where the current President serves more than one term or when the departing President was not elected to the position of President.

The bylaws then state:

Section 4: Terms of Office. No member may remain on the Board for more than four consecutive two-year terms with the exception of the AKC Delegate. Serving out an unexpired term of less than one year shall not be considered as one of the four. 

Should this individual have been slated as past president, which would make their time on the board a total of ten years? Is this a violation of the bylaws?

[Josh Martin]

1 minute ago, Jamies said:

Should this individual have been slated as past president, which would make their time on the board a total of ten years? Is this a violation of the bylaws?

Your organization will need to interpret this conflict for itself. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. In the long run, the bylaws should be amended to remove the ambiguity.

[Joshua Katz]

59 minutes ago, Jamies said:

I would like to seek opinions on the following scenario:

 

I know it's not terribly helpful, but my opinion is that the bylaw in question is a hopeless mess and I have no idea what your organization should do, other than amend it.

[Guest Who's Coming to Dinner]

Raise a point of order at the next meeting that the President cannot become Past President and let the chair (and possibly the assembly, on appeal) decide.

[J. J.]

6 hours ago, Jamies said:

I would like to seek opinions on the following scenario:

A current president was elected to a two-year term. Prior to that this individual served on the same board, though in a different capacity. In total, the individual has served on the board 8 years or 4 consecutive two-year terms. This individual has now been slated as past president, which is another two-year term. 

The bylaws state:

All members of the Board of Directors shall be elected for two year terms as provided for in Article IV and shall fulfill their positions as described in Section 2 of this Article, until their successors take office, with the exception of the Past President. In order to serve as immediate Past President, the person must have been elected to the position of President and have served the entire term. The immediate Past President may not run for office until the term as Past President is completed. The Past President position shall only last one term, after which the position converts to a regular elected board member at large position, for situations where the current President serves more than one term or when the departing President was not elected to the position of President.

The bylaws then state:

Section 4: Terms of Office. No member may remain on the Board for more than four consecutive two-year terms with the exception of the AKC Delegate. Serving out an unexpired term of less than one year shall not be considered as one of the four. 

Should this individual have been slated as past president, which would make their time on the board a total of ten years? Is this a violation of the bylaws?

There is a principle that the general rule in the bylaws yields to the specific rule (p. 589, ll. 17-32).

It is reasonable to interpret the bylaw as setting a general rule limiting officers to four terms of two years, and the specific rule is for the past president to serve that specific term.  That is certainly not the only interpretation.  I agree that this should be decided by the assembly and that the bylaws should be amended to remove the ambiguity.

[Josh Martin]

16 hours ago, J. J. said:

It is reasonable to interpret the bylaw as setting a general rule limiting officers to four terms of two years, and the specific rule is for the past president to serve that specific term. That is certainly not the only interpretation.  I agree that this should be decided by the assembly and that the bylaws should be amended to remove the ambiguity.

I would note that a potential complication here is that the rule limiting officers to four terms of two years says “with the exception of the AKC delegate.” These words may imply that there are no other exceptions to the rule.

I nonetheless agree that this is a reasonable interpretation and is, of course, not the only possible interpretation.

[J. J.]

5 hours ago, Josh Martin said:

I would note that a potential complication here is that the rule limiting officers to four terms of two years says “with the exception of the AKC delegate.” These words may imply that there are no other exceptions to the rule.

I nonetheless agree that this is a reasonable interpretation and is, of course, not the only possible interpretation.

I did see that in looking at the text.  However, that would not preclude an exception being created elsewhere.   In other words, that would not be enough to rule out that interpretation.

The rule that "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited (pp. 589-90)," could also apply.  They specifically permit, as you note, the AKA delegate to serve without term limits, which would limit other board members from being exempted.

One question is if "Section 2." makes the delegate a board member.   I don't have an answer.:)

[Jamies]

Thank you all for your replies and insights. It is much appreciated.