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David Cullen, PRP Ret.

Effect of filling vacancy as a director on eligibility for new term as director?

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One of our directors served for a two year term and at the end of it agreed to finish the term of another director who resigned.  The nominating committee has asked if she is eligible to serve another term as director.  Terms are two years and are staggered with one director elected in even years and two in odd numbered years.  Our bylaws state:

"No person shall hold more than one office at a time and no officer shall be eligible for three consecutive terms in the same office." (emphasis added)

A's initial term as director began at the election meeting in 2017.  When A's term ended in 2019, one of the directors elected in 2018 (Director B) resigned and A agreed to finish her term at the 2019 election meeting. The nominating committee would like to nominate A for another term as director for the upcoming 2020 election meeting.  (The 2020 meeting is when B's term as director would have expired and when A is willing to take on another term.)

Assuming for the moment that A served more than half of B's term, here is the question: Is the office of "at-large director" the "same office" as that held by another at-large director at the same time?  And if it is different, is a director who at the end of her term filled another director's vacancy eligible to run for a term as director? 

Put another way, is the office "director" a collection of responsibilities that are identical for all who hold the office or are there three identical director offices?

I believe this is ambiguous in RONR.  (Note that on page 452 RONR says VPs should be numbered if there is more than one so there is no confusion about who takes the chair in the president's absence.)

 

 

 

 

 

 

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18 hours ago, David Cullen, PRP Ret. said:

Assuming for the moment that A served more than half of B's term, here is the question: Is the office of "at-large director" the "same office" as that held by another at-large director at the same time?

In my opinion, yes, they are the same office.

Concluding that they are different offices would seem to effectively make this limit meaningless, at least as applied to at-large directors, since the limit could be circumvented by simply rotating which of the three at-large director positions a person holds. The Principles of Interpretation tell us that if a rule is ambiguous and one interpretation renders the rule meaningless and the other does not, the interpretation which does not render the rule meaningless is the correct one.

18 hours ago, David Cullen, PRP Ret. said:

And if it is different, is a director who at the end of her term filled another director's vacancy eligible to run for a term as director? 

Not applicable, since as I have noted above, I do not believe they are different.

18 hours ago, David Cullen, PRP Ret. said:

Put another way, is the office "director" a collection of responsibilities that are identical for all who hold the office or are there three identical director offices?

I think it is the latter. It is not one "office" which is shared. Nonetheless, if the offices are "identical," then I think they are "the same office" for the purposes of the rule in question.

18 hours ago, David Cullen, PRP Ret. said:

I believe this is ambiguous in RONR.  (Note that on page 452 RONR says VPs should be numbered if there is more than one so there is no confusion about who takes the chair in the president's absence.)

What RONR says in regards to a society with multiple Vice Presidents has no relevance to this situation. As you say, RONR suggests that "VPs should be numbered if there is more than one so there is no confusion about who takes the chair in the president's absence." Because at-large directors do not take the chair in the President's absence, however, there is no similar need for them to be numbered.

So going back to the original question...

18 hours ago, David Cullen, PRP Ret. said:

One of our directors served for a two year term and at the end of it agreed to finish the term of another director who resigned. The nominating committee has asked if she is eligible to serve another term as director.  Terms are two years and are staggered with one director elected in even years and two in odd numbered years.  Our bylaws state:

"No person shall hold more than one office at a time and no officer shall be eligible for three consecutive terms in the same office." (emphasis added)

In my view, the answer to this question is "No" if the person served more than half of the term of the director who resigned.

Edited by Josh Martin

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On 7/26/2020 at 4:09 PM, David Cullen, PRP Ret. said:

Assuming for the moment that A served more than half of B's term

Why are we assuming that it will be more than half? Won't it actually be exactly half?

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