Extension of annual mtg affect on terms of Directors

[Guest Paula]

Our President and two Directors term expires March 24, 2019 and due to lack of meetings, the election committee would not have time to prepare documents for voting for the meeting. The annual meeting is extended two weeks. Are the 3 Directors allowed to serve another two weeks or is their term up on March 24, 2019 since they are only elected for 3 year term not 3 years and 2 weeks?  Thanks. 

[jstackpo]

Please quote the exact words in your bylaws -- all of the relevant ones -- that describe the term of office of the pres and directors.

[Guest Paula]

Our bylaws state " The terms of at least one third (1/3rd) of the members of the Board of Directors shall expire annually.  

Three directors including the President were elected as Directors on March 25, 2016 and technically their term if it is considered 36 months from the date of election should be March 25, 2019.  

 

[jstackpo]

Well, "expire annually" seems sufficiently vague (could refer to the date of the "Annual Meeting", for example) that your members might go along with "at the Annual Meeting" as a reasonable interpretation. So your postponed annual meeting would extend the terms in office accordingly.

But you certainly should amend the bylaws to include the "or until..." phrase described on page 573 line 28ff. through page 574.  That will remove any ambiguity.

[Josh Martin]

1 hour ago, Guest Paula said:

Our bylaws state " The terms of at least one third (1/3rd) of the members of the Board of Directors shall expire annually.  

Three directors including the President were elected as Directors on March 25, 2016 and technically their term if it is considered 36 months from the date of election should be March 25, 2019.  

It is generally understood that terms begin and end at annual meetings, rather than being exactly a certain number of calendar years, unless the bylaws provide otherwise.

1 hour ago, jstackpo said:

Well, "expire annually" seems sufficiently vague (could refer to the date of the "Annual Meeting", for example) that your members might go along with "at the Annual Meeting" as a reasonable interpretation. So your postponed annual meeting would extend the terms in office accordingly.

But you certainly should amend the bylaws to include the "or until..." phrase described on page 573 line 28ff. through page 574.  That will remove any ambiguity.

I don think there is any ambiguity in this case, but I agree that adding the suggested language is still desirable, in the event that the assembly fails to complete one or more elections at an annual meeting.

[Atul Kapur]

2 hours ago, Guest Paula said:

Our bylaws state 

I think it's clear that this is not the only part of the bylaws that refer to the term of officers, given this next paragraph.

2 hours ago, Guest Paula said:

their term if it is considered 36 months

Please also quote the articles that talk about this 36 month term. Probably the one about elections, or close to it.

[Josh Martin]

16 minutes ago, Atul Kapur said:

I think it's clear that this is not the only part of the bylaws that refer to the term of officers, given this next paragraph.

Please also quote the articles that talk about this 36 month term. Probably the one about elections, or close to it.

If the bylaws provide that 1/3 of the terms expire annually, then in order for this to work, they must be three year (36 month) terms. Why is a separate provision required?

[Atul Kapur]

For one, the words "at least" before one-third suggest that the situation isn't as clear-cut as you imply.

And, as a real-world exercise, I would be much obliged and much surprised if you could show me a set of bylaws where the term of office must be derived by deduction from a provision allowing for staggered terms.😁 I am certain that even the International Association of Logicians has a straightforward provision stating the terms of office of their officers.

Hence my assumption that there is more to be found in OP's bylaws.