Term Limits

[coronacars]

First I'm a new member and thank you for this resource.  I have a question regarding term limits.  I'm part of a 501 c registered in NY and our current president has served 2 terms.  After serving 2 terms we nominated a new president.  That president took office and within 30 days passed away.  The board approved the past president who just served 2 terms to take office again as interim president..  Now his term is up and wants to run again for president.  I have said he is termed out as our bylaws state " 8. Limitation of Terms. Any elected officer may serve a maximum of two consecutive elected full terms in a specific elected office e.g. Vice President. All persons who have served two consecutive elected terms in a specific office must allow two years to elapse before he/she may accept a nomination or election to that same specific office. Exceptions by reason of unique or exceptional talent or experience or lack of willing personnel may be made on a case-by-case basis by the Board of Directors."

So since our bylaws require a sit out period would be be eligible to run again without sitting out a term?  This would be for the 4th straight term he would be serving.

[Josh Martin]

12 minutes ago, coronacars said:

First I'm a new member and thank you for this resource.  I have a question regarding term limits.  I'm part of a 501 c registered in NY and our current president has served 2 terms.  After serving 2 terms we nominated a new president.  That president took office and within 30 days passed away.  The board approved the past president who just served 2 terms to take office again as interim president..  Now his term is up and wants to run again for president.  I have said he is termed out as our bylaws state " 8. Limitation of Terms. Any elected officer may serve a maximum of two consecutive elected full terms in a specific elected office e.g. Vice President. All persons who have served two consecutive elected terms in a specific office must allow two years to elapse before he/she may accept a nomination or election to that same specific office. Exceptions by reason of unique or exceptional talent or experience or lack of willing personnel may be made on a case-by-case basis by the Board of Directors."

So since our bylaws require a sit out period would be be eligible to run again without sitting out a term?  This would be for the 4th straight term he would be serving.

Your bylaws appear to state that he is not eligible unless he sits out for two years. “Any elected officer may serve a maximum of two consecutive elected full terms in a specific elected office e.g. Vice President. All persons who have served two consecutive elected terms in a specific office must allow two years to elapse before he/she may accept a nomination or election to that same specific office.”

On the other hand, your bylaws also appear to state that the board may grant exceptions to this rule. “Exceptions by reason of unique or exceptional talent or experience or lack of willing personnel may be made on a case-by-case basis by the Board of Directors.”

So it would seem to me that he is not eligible unless the board grants an exception. It is ultimately, however, up to your organization to interpret its own bylaws.

[coronacars]

Ok thank you.  Anyone else have any opinions?  The nomination committee has allowed him to run again and put him on the ballot.  Any suggestions as to what is appropriate to do?

 

[Guest Who's Coming to Dinner]

If you think the bylaws are being violated, raise a point of order at the next meeting.

[Joshua Katz]

Does this organization not have a Vice-President?

[Richard Brown]

1 hour ago, coronacars said:

Ok thank you.  Anyone else have any opinions?  The nomination committee has allowed him to run again and put him on the ballot.  Any suggestions as to what is appropriate to do?

 

I agree with the answer by Josh Martin. In addition, I will say that the nominating committee can possibly nominate whoever it wants to, but it is the board which must approve the eligibility of this individual. Based on what we have been told, I do not think his name should be on the ballot. If he is elected, I think his election would be void and should be set aside on a point of order that he is ineligible to serve.

[Richard Brown]

2 minutes ago, Joshua Katz said:

Does this organization not have a Vice-President?

Good question! If they do, and if the vice president is supposed to succeed to the office of president in the event of a vacancy, they should be talking about filling the position of Vice President rather than president because the vice president is automatically the new president.

[coronacars]

Yes there was a Vice President who was unable to step up at the time also due to health reasons.  So the board approved this person to fill that vacancy again.  At the moment that was fine, but now it is time to move on.  Others want to serve and this person wants to run again.  Voting has started and there are 2 people including the president running for the president position.  

 

[Joshua Katz]

It seems to me that it would be more accurate to say the VP became President, and then resigned. So you now have two vacancies: the P and VP spots. 

Does your board have the power to fill vacancies? I don't understand how it is the case that the approved this person to fill that vacancy (i.e. filled the vacancy) and that there's also an election going on. Either the board filled the vacancy (because the bylaws say so) or it didn't. What am I missing?

I also don't know what this means:

5 minutes ago, coronacars said:

At the moment that was fine, but now it is time to move on.

It would seem to me that either he was qualified at the time of appointment and remains qualified, or he was not qualified, and remains not qualified. Personally, I don't know which, because I don't understand how you fill vacancies. If you fill them by election, I agree with the others. It doesn't seem to me, though, that your bylaws say he can't be appointed to fill a vacancy. 

[coronacars]

Yes it does.  "11. Vacancies. A vacancy in the office of President shall be filled for the unexpired term by the First Vice-President. A vacancy in any of the other elective offices of the Executive Committee shall be filled for the unexpired term by appointment by the Board of Directors."

 

and "4. Vice-Presidents. a) The First Vice-President, in the absence of the President, shall perform the duties of the President and shall assist the President as may be requested and appropriate and when so acting shall have all the powers of and be subject to all the restrictions upon the President. This shall include coordination of the Semi-Annual (Fall) and Annual (Spring) meetings by arranging for speaker(s) and coordination of the time schedule and serving as Co-Chair (with the local Co-Chair) for the Annual Symposium. b) The Second Vice-President, in the absence of the President and the First Vice-President shall preside at meetings of the Alliance and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Second Vice-President shall serve as direct liaison with the Regional Directors."

[Guest Who's Coming to Dinner]

12 minutes ago, coronacars said:

Yes there was a Vice President who was unable to step up at the time also due to health reasons.  So the board approved this person to fill that vacancy again.

That was improper. The Vice President becomes President when the latter office is vacated. The new President's only option is to resign if he or she doesn't want the job.

At this point, I stand by my advice: raise a point of order if you believe the former President should not be on the ballot. The chair will rule and if you disagree, you may appeal and the assembled members will decide.

[coronacars]

What I'm trying to say is it was fine he was appointed to fill the position.  No one argued that.  But now he want to serve as president for the next 2 year term.  I'm saying he is ineligable to run again after serving 6 years.  He has to sit out a 2 year term and then if he wants to run again that is fine.  That is what I'm trying to figure out.  After the six years does he have to sit out a term.  He is saying since he was appointed and not elected he simultaneously served as president and also fill his sit out period of 2 years.  is this possible?

[coronacars]

4 minutes ago, Guest Who's Coming to Dinner said:

That was improper. The Vice President becomes President when the latter office is vacated. The new President's only option is to resign if he or she doesn't want the job.

At this point, I stand by my advice: raise a point of order if you believe the former President should not be on the ballot. The chair will rule and if you disagree, you may appeal and the assembled members will decide.

Thank you for the advice.  That helps a lot.

[Joshua Katz]

12 minutes ago, coronacars said:

What I'm trying to say is it was fine he was appointed to fill the position.  No one argued that.  But now he want to serve as president for the next 2 year term.  I'm saying he is ineligable to run again after serving 6 years.  He has to sit out a 2 year term and then if he wants to run again that is fine.  That is what I'm trying to figure out.  After the six years does he have to sit out a term.  He is saying since he was appointed and not elected he simultaneously served as president and also fill his sit out period of 2 years.  is this possible?

Well, I want to be a little cautious since I'm still unsure of the facts. But let me see if I can answer some of this. When he was appointed to fill the position, it seems to me he was already ineligible to be elected, since he had already served 2 terms. But in my opinion, he was eligible to be appointed. In any case, he served that term, so now it's time for an election, and he wants to run. Now, let's look at your bylaw. Did he serve two consecutive elected terms in a particular office? Yes, as President, i.e. the two terms before the unfortunate death. Then he was out of office, then he served an appointed term. The bylaw says "elected" twice, so we have to interpret it in a manner which gives meaning to both instances if we can - it seems to me that the best interpretation, then, is that a person can serve as many consecutive appointed terms as they like. But now he wants to accept a nomination or be elected. The bylaw says that, to do that, you must allow 2 years to elapse. So have 2 years elapsed since the end of his two consecutive elected terms? 

I don't know the answer to that one. How long are your terms? How long has it been since the end of the second of his two elected terms?

In any case, that's all my opinion. It's up to your organization to determine (if two years have, in fact, elapsed since the second of his two elected terms) whether the appointed term counts (however, I would also question the consecutive prong). It is up to your organization to interpret your bylaws more generally. If two years haven't elapsed, though, none of this matters. Also, none of this matters if the board gives him permission to run again anyway.

To answer the last sentence in the quoted portion, yes, I think (personally) that he can simultaneously be "sitting out" while serving an appointed term, but your organization is free to decide differently, since I think the bylaw is ambiguous on this point (and, for what it's worth, the people who adopted the bylaw probably didn't intend for that to happen, but I think it's what they wrote, accidentally or not. The bylaw should probably be cleaned up when the opportunity arises).

On a side note, I don't think it would be a 4th straight term, since there was a month interruption. 

[coronacars]

13 minutes ago, Joshua Katz said:

So have 2 years elapsed since the end of his two consecutive elected terms?

 

 

the 2 years ran at the same time he was serving as interim president.  Terms are 2 years.

Edited September 28, 2018 at 03:15 AM by coronacars

[Joshua Katz]

So you have two years terms? In that case more than 2 years have elapsed since he ended his elective term, and in my opinion is eligible. But, again, my opinion doesn't really matter since I am not a member.

[coronacars]

Thank you.

[Atul Kapur]

3 hours ago, Joshua Katz said:

and, for what it's worth, the people who adopted the bylaw probably didn't intend for that to happen, but I think it's what they wrote, accidentally or not.

It's worth a lot: "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." (p. 589, ll. 31-33 ). 

As there appears to be an ambiguity, this principle of interpretation is important when the organization decides what the bylaw means. 

Not being a member, it doesn't matter that I tend to disagree with Mr. Katz's opinion because of exactly his sentence quoted above.

[Guest Zev]

Sitting out for two years while serving an appointed term in the very office the bylaws require the person to sit out is one of the most bizarre interpretations I think I have ever seen on this forum. 

[Josh Martin]

10 hours ago, coronacars said:

He is saying since he was appointed and not elected he simultaneously served as president and also fill his sit out period of 2 years.  is this possible?

But he was elected. He was just elected by the board, not the membership.

As noted, however, it is ultimately up to your organization to interpret its own rules.

10 hours ago, Joshua Katz said:

To answer the last sentence in the quoted portion, yes, I think (personally) that he can simultaneously be "sitting out" while serving an appointed term, but your organization is free to decide differently, since I think the bylaw is ambiguous on this point (and, for what it's worth, the people who adopted the bylaw probably didn't intend for that to happen, but I think it's what they wrote, accidentally or not. The bylaw should probably be cleaned up when the opportunity arises).

If the rule is ambiguous (which you acknowledge) intent does matter in interpreting it.

[Joshua Katz]

11 minutes ago, Josh Martin said:

If the rule is ambiguous (which you acknowledge) intent does matter in interpreting it.

As does avoiding superfluous words. I think this is a case of dueling canons, and I'm not aware of a rule saying that the intent wins out over other rules of interpretation.

 

12 minutes ago, Josh Martin said:

But he was elected. He was just elected by the board, not the membership.

 

The dual use of "elected" means something. I suggest it means "elected in the usual way."

 

6 hours ago, Guest Zev said:

Sitting out for two years while serving an appointed term in the very office the bylaws require the person to sit out is one of the most bizarre interpretations I think I have ever seen on this forum. 

If you were writing this bylaw, would you say "elected" twice? I wouldn't, unless I meant for the second use to mean something. For what it's worth, I see many interpretations here I consider bizarre.

6 hours ago, Atul Kapur said:

As there appears to be an ambiguity, this principle of interpretation is important when the organization decides what the bylaw means. 

 

Indeed, as are all the others. We don't have, so far as I know, rules for ranking canons of interpretation when it comes to bylaws (there are some for legal canons, although they are matters of common law and not always followed, or even universally accepted).

[coronacars]

I admit this is a bazaar circumstance.  There are only about 300 members and part will want him to stay on and many will want him off.  The membership secretary is the same.  She has served 3 consecutive terms and was nominated again as well.  That one is a little more clear cut.  We can easily object to that with the point of order that has been suggested.  She is also on the ballot.  It is a case where those in power don't want to go.  The nomination chair I think is also the same.  He has served more than he is allowed as well.

[Joshua Katz]

I think all of us here can agree on the procedure: raise the point of order and let the organization decide. However, keep in mind that even if the assembly decides she is not qualified, the board seems capable of making her qualified anyway.

[Gary Novosielski]

13 hours ago, coronacars said:

the 2 years ran at the same time he was serving as interim president.  Terms are 2 years.

Do your bylaws specify the existence of an office called "interim president"?  If not, then you don't have such an office.  A person is either president or is not.

[coronacars]

2 minutes ago, Gary Novosielski said:

Do your bylaws specify the existence of an office called "interim president"?  If not, then you don't have such an office.  A person is either president or is not.

Actually no we do not.  That is the title he has given himself.