Staggered Officers - Opinion & Process

[Guest Tiffany Eaton]

Obvious benefits to staggered terms of officers of a Board are continuity of information, no abrupt or complete turnover of the board, etc. However, does RONR have a position of preference? Does RONR provide a recommended process to transition to a staggered Executive Board?

[Joshua Katz]

I don't have RONR in front of me, but I don't recall any preference or suggestion.

The common method of implementing staggered terms, though (I'll assume a board with 3 "classes") is to adopt a bylaw providing for annual elections of 1/3 of the directors (you'll have to figure out what to do about other officers) and a 3-year term, with a proviso that in the year of implementation, 1/3 will be elected to full terms, 1/3 to 2-year terms, and 1/3 to 1-year terms. Further, the proviso should specify which positions will receive which length - seats 1-4 will have full terms, etc. I suppose there are other ways, such as using vote margins to assign initial term lengths, but I'm not fond of them. The best, it seems to me, is simply for voters to know what term length they are voting for, and to go ahead and elect people to specified seats for specified lengths, leaving it up to the voters whom they wish to elect to each position in the transition period.

[Richard Brown]

46 minutes ago, Guest Tiffany Eaton said:

Does RONR provide a recommended process to transition to a staggered Executive Board?

No, it does not.

[jstackpo]

1 hour ago, Joshua Katz said:

The best, it seems to me, is simply for voters to know what term length they are voting for, and to go ahead and elect people to specified seats for specified lengths, leaving it up to the voters whom they wish to elect to each position in the transition period.

And don't forget, there is nothing improper for candidate A (or B, or Z) to put his hat in the ring for all three sets of terms.  If this happens, its probably best to have the longest (or shortest - your option -- or pick at random) term elections first, then an opportunity for more nominations of candidates, then the middle term length election, &c.  Gives everybody a fair shake.

[Gary Novosielski]

I'm not near the Book either but I thought it might have suggestions for implementation.  However I'm pretty sure it does not express a preference.  In fact, a pretty large fraction of organizations have full elections each year, which could very well result in a full turnover, and I can envision situations where that would be a feature, not a bug.

I differ with my esteemed colleague Mr. Katz on the question of how to determine which candidate gets which class of seat during the very first election*, because I've seen his preferred method create unfortunate complications, some of which are, in fact, too complicated to relate here. And, by treating three-, two-, and one-year terms as if they were separate offices, voters can get confused about whom to vote for, and whether it is beneficial or harmful to vote for the same person in two or more classes. I think there are fewer chances for for trouble if the members can vote for as many candidates as there are open seats, and then to rank the term length assigned to each according to their vote count, remembering that no candidate can be elected except by earning a vote on a majority of ballots, which means that sometimes elections may not be completed on the first ballot.

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* This can also occur in later elections if the bylaws, as some do, require an election for people filling a partial unexpired term.

 

[Josh Martin]

9 hours ago, Gary Novosielski said:

I'm not near the Book either but I thought it might have suggestions for implementation.  However I'm pretty sure it does not express a preference. 

RONR does not express a preference and only mentions the issue in passing.

“Frequently it is provided that a specified percentage of the directors shall be chosen periodically in such a way that their terms of office overlap those of the others—as when, for example, there are six directors and it is provided that two shall be elected at each annual meeting for three-year terms.” (RONR, 11th ed., pg. 482)

RONR has no particular suggestions on transitioning to such a system, but it has the following general comments about amendments to the article on officers.

”Amendments to the article on officers may raise difficulties in relation to the time at which adopted changes take effect, unless special care is taken. A society can, for example, amend its bylaws so as to affect the emoluments and duties of the officers already elected, or even to abolish an office; and if it is desired that the amendment should not affect officers already elected, a motion so specifying should be adopted before voting on the amendment, or the motion to amend can have added to it the proviso that it shall not affect officers already elected. There is virtually a contract between a society and its officers, and while to some extent action can be taken by either party to modify or even terminate the contract, such action must be taken with reasonable consideration for the other party.” (RONR, 11th ed., pgs. 597-598)

As applied to this case, I think this means that it would not be advisable to amend the bylaws in a manner that would shorten the terms of office which are not yet completed, but it does not appear to provide any further suggestions on how to implement such a change. The suggestions by yourself and Mr. Kass appear reasonable, and the assembly itself will have to determine which method better suits their needs.

Edited October 4, 2018 at 06:00 PM by Josh Martin