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Term Limits and how they affect current President to serve as IPP


Guest Karol Stewart

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Guest Karol Stewart

Our Board has gone through a dramatic few years since Hurricane Harvey, and we are heading into 2020 ready to break ground on a new building.  The current president is completing his second term on the Board.  According to our bylaws, he will be no longer on the Board beginning January 1, 2020.

However, the current board president is advocating that he should remain on the Board for one more year as Immediate Past President. ( I have read other threads on this forum regarding whether or not to have an official IPP position on the Board.  This may be something the Board needs to address.) 

Because the bylaws identify an official IPP, and by definition, he is the IPP - whether or not he is on the Board - does the need for an IPP overrule the fact that the current president would be exceeding his term limit?  What language can we add to the bylaws to clarify protocols for this situtation for future reference? Is there a specific reference in Roberts Rules I should consult?

Thanks,
Karol Stewart

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Guest Krol Stewart

The Board would like to keep the term limits. The Board is more likely to eliminate the IPP as an official role on the Board moving forward (depending on whether the current president stays on as IPP, thus exceeding his term limits).  Meanwhile, the Bylaws are written without addressing what to do when the IPP exceeded his term limits before he becomes IPP.  Do term limits override the need to fulfill the IPP?

Moving forward, if the Board keeps the IPP as an official position, what language must be added to the Bylaws to guide future Boards who may face this situation?

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15 minutes ago, Guest Krol Stewart said:

The Board would like to keep the term limits. The Board is more likely to eliminate the IPP as an official role on the Board moving forward (depending on whether the current president stays on as IPP, thus exceeding his term limits).  Meanwhile, the Bylaws are written without addressing what to do when the IPP exceeded his term limits before he becomes IPP.  Do term limits override the need to fulfill the IPP?

The organization will need to interpret this conflict. RONR has no answer to this specific question, but there are some principles of interpretation on pgs. 588-591 which may be of assistance.

15 minutes ago, Guest Krol Stewart said:

Moving forward, if the Board keeps the IPP as an official position, what language must be added to the Bylaws to guide future Boards who may face this situation?

I would advise simply adding an explicit statement one way or the other, depending on the organization’s preference. You could say “The Immediate Past President shall be a member of the board, even if he would otherwise be ineligible to serve on the board due to term limits.” or “The Immediate Past President shall be a member of the board, unless he has exceeded the term limits.”

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I'm a little confused by Guest Karol's term limits situation. Does the organization define term limits for board positions independently of the term limits for other offices board members may hold? In the more common scenario, the president would hold a board position because he holds the office of president, and would continue on the board for as long as he remains president. The term limits would be for the office of president. In this organization, could the president cease to be a board member while still being president?

Also, Guest Karol states: "The Board is more likely to eliminate the IPP as an official role on the Board moving forward..." which indicates that the IPP is automatically made a board member. The described term limit structure would seem to set up an impossible situation: the president upon leaving office automatically becomes the IPP and thus automatically becomes a board member by virtue of being the IPP; but because the president 'termed-out' of the board while president, he cannot fill the IPP board position. It seems as if for the board position, this person is subject to board member term limits while president, but to IPP term limits as IPP.

It might be helpful to know exactly how this organization defines its term limits - for board positions and/or for officer positions.

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