BOD Election eligibility

[Guest Ericka]

I have a question about eligibility to run for the board of directors

We had an officer who 4 years ago, left their BOD position. The board appointed someone to finish the remainder of the term.  (1 year remaining).  The appointed individual then ran for the next 3 year term and was elected.  The board itself has determined that he/she are once again eligible to run for another 3 year term as he/she was appointed to the one year term and not elected.  

The members are split as some determine that the purpose of the 6 year limit was to make sure no one stays on the board continuously which could happen.  (i.e. elected, appointed, elected, appointed)

Our bylaws state that you can only serve 2 three year consecutive terms.  Says nothing about how you came to be on the board and nothing about 2 three year elected consecutive terms plus whatever year(s) appointed.  There are no exceptions noted.

Bylaws state, "b) Term Limits. No Director may serve for more than two (2) successive three (3) year terms without remaining off the Board until the next annual meeting."  

Is the individual eligible to run for an additional 3 year term which is what is currently open or would it be over the limit allowed.  (1 year and two 3 year terms if elected)

 

 

 

 

 

[Rob Elsman]

They're your bylaws. You tell us. 

Seriously, we can't be in the business of opining on the meaning of organizations' bylaws on this forum. Sorry.

Edited April 11, 2019 at 02:09 AM by reelsman

[Atul Kapur]

That seems a little harsh when RONR specifically comments on this situation. Pages 574-5 state:

"Since a reasonable rotation in office is desirable in almost all organizations, a section of this article may well provide that "No person shall be eligible to serve . . . consecutive terms [specifying the number] in the same office." For purposes of determining eligibility to continue an office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office." (Emphasis added)

It would appear that this officer who was appointed to fill the vacancy served less than half of that first term. So this officer would be eligible to serve another full term.

 

Edited April 11, 2019 at 04:04 AM by Atul Kapur
Added "Emphasis added"

[Guest Zev]

What I took from the OP was that there were two different ways on getting on board: election by the assembly, or by appointment by the board itself. Perhaps some other language in the bylaws specifying a total number of years and then they cannot be elected or appointed until after the next succeeding election cycle might be considered.

[Richard Brown]

1 hour ago, Atul Kapur said:

That seems a little harsh when RONR specifically comments on this situation. Pages 574-5 state:

"Since a reasonable rotation in office is desirable in almost all organizations, a section of this article may well provide that "No person shall be eligible to serve . . . consecutive terms [specifying the number] in the same office." For purposes of determining eligibility to continue an office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office." (Emphasis added)

It would appear that this officer who was appointed to fill the vacancy served less than half of that first term. So this officer would be eligible to serve another full term.

 

I agree with the above response by Dr. Kapur.  I wanted to post the same thing myself, but decided it was too much typing and copying and pasting to do on my cell phone, which I was using at the time.  I figured someone would come along and post the correct information.  I should have figured Dr. Kapur (or Josh Martin!) would be the one to do it! 

However, it is still ultimately a matter of bylaws interpretation, but the rule in RONR seems pretty clear. I agree that based on RONR and what we have been told that the officer is eligible to serve another full term.

[Richard Brown]

For some reason, the system is again not letting me edit a post, so I am adding this qualification to the response to Atul Kapur which I posted immediately above:

I'm  going to hedge a bit on my statement above.  Although i do still believe that the officer in question is eligible to serve another full term in office, I feel compelled to point out that there is a difference in the language used in the sample bylaw provision on pages 574-575 of RONR and the language posted by Guest Erika as being in her organization's bylaws.  I see how the provision in Guest Erika's bylaws could reasonably be interpreted to prohibit an officer from serving for ANY period of time in excess of two full terms in office.  I think that ultimately this is a matter of bylaws interpretation even though the rule in RONR about serving more or less than half a term is quite clear.

[Atul Kapur]

10 hours ago, Guest Ericka said:

The board itself has determined that he/she are once again eligible to run for another 3 year term as he/she was appointed to the one year term and not elected.  

The members are split as some determine that the purpose of the 6 year limit was to make sure no one stays on the board continuously which could happen.  (i.e. elected, appointed, elected, appointed)

Mr. Brown's comment made me re-read the OP. To be clear, Guest Ericka, the fact that the officer was appointed to fill the vacancy for one year, rather than elected, has nothing to do with my answer. It's entirely due to the length of time that the officer served in that first term - one year.

If the officer had been appointed to fill a vacancy with two years left in that term (or any length more than half of three years) then that would have been considered a full term and he/she would not be eligible to be re-elected to another continuous term.

[Gary Novosielski]

On 4/10/2019 at 9:17 PM, Guest Ericka said:

We had an officer who 4 years ago, left their BOD position. The board appointed someone to finish the remainder of the term.  (1 year remaining).  The appointed individual then ran for the next 3 year term and was elected.  The board itself has determined that he/she are once again eligible to run for another 3 year term as he/she was appointed to the one year term and not elected.  

The board almost certainly has no power to determine such things. Fortunately their decision was accidentally correct because the officer served half a term or less of the original unexpired term.  Being elected or appointed is irrelevant since your bylaws refer only to "serving" without regard to how they came to serve.  And questions on eligibility are almost certainly up to the Membership to decide.

On 4/10/2019 at 9:17 PM, Guest Ericka said:

The members are split as some determine that the purpose of the 6 year limit was to make sure no one stays on the board continuously which could happen.  (i.e. elected, appointed, elected, appointed)

Our bylaws state that you can only serve 2 three year consecutive terms.  Says nothing about how you came to be on the board

Two three-year consecutive terms is what the bylaws say?  And not, I presume anything about a six-year limit. The two are not equivalent.  If the rules in RONR apply when counting terms for the purposes of determining term limits, serving anything more than half a term is counted as one full term, and anything less than or equal to a half term is not counted.  You're quite correct that being a mid-term appointee is not relevant.  What matters is whether you served more than a half term, or did not.

Since this member served one and one-third terms, that counts as only one, and she should be eligible for reëlection, at least on this point.

 

Edited April 12, 2019 at 05:21 AM by Gary Novosielski

[Drake Savory]

And of course by specifying "three year term" instead of simply serving two consecutive terms, one could argue that if a board member were appointed at any time after election that it would not count towards the limit as their term was not a full three years.  Historically, a similar pedantic interpretation of the word "term" is why Andrew Johnson was acquitted of violating the Tenure of Office Act since enough Senators decided a new term started when he took office.

[Shmuel Gerber]

On 4/10/2019 at 9:17 PM, Guest Ericka said:

Bylaws state, "b) Term Limits. No Director may serve for more than two (2) successive three (3) year terms without remaining off the Board until the next annual meeting."  

Is the individual eligible to run for an additional 3 year term which is what is currently open or would it be over the limit allowed.  (1 year and two 3 year terms if elected)

 

On 4/11/2019 at 1:57 AM, Richard Brown said:

I see how the provision in Guest Erika's bylaws could reasonably be interpreted to prohibit an officer from serving for ANY period of time in excess of two full terms in office. 

I doubt that this is the correct interpretation, but even under such an (unusual) interpretation, wouldn't the person still be eligible to be elected now, and only have to stop serving sometime during the next term? (Say, either halfway or two-thirds of the way through; I haven't quite figured out which.)