Serve and/or until a successor

[Scott Fischer]

Bylaws read as follows, "The Director selected shall hold office for a term of three years and/or until a successor have been chosen. No director shall serve for more than two consecutive terms." 

If a director has served two consecutive terms but the body which appoints their replacement has been unable to fill the spot can the term limited Director continue to serve?

My initial thought is "yes" since it says "and/or". Does the fact that if one serves less than half a term it does not count as a term be applicable? 

I should note this Board does not have a parliamentary authority currently so RONR may be persuasive but not binding. 

[Rob Elsman]

It is your rule, and/or you tell us. 

[Josh Martin]

3 hours ago, Scott Fischer said:

If a director has served two consecutive terms but the body which appoints their replacement has been unable to fill the spot can the term limited Director continue to serve?

Yes, I think so. The rule provides that a director cannot serve for more than two consecutive terms. If a Director's term is "a term of three years and/or until a successor have been chosen," then if a director continues to serve because a successor has not been chosen, that's not a third term. The second term is just longer than normal. So I believe the director could continue to serve until the election can be completed.

3 hours ago, Scott Fischer said:

My initial thought is "yes" since it says "and/or". Does the fact that if one serves less than half a term it does not count as a term be applicable? 

It would be applicable if, for instance, the director's first term was less than half a term, presumably because the director was elected to fill a vacancy. In such a case, the director could be elected to a third term if the assembly wished. Otherwise, I do not think this rule has any applicability to this situation.

Edited July 29, 2020 at 12:40 AM by Josh Martin

[Gary Novosielski]

On 7/28/2020 at 5:26 PM, Scott Fischer said:

Bylaws read as follows, "The Director selected shall hold office for a term of three years and/or until a successor have been chosen. No director shall serve for more than two consecutive terms." 

If a director has served two consecutive terms but the body which appoints their replacement has been unable to fill the spot can the term limited Director continue to serve?

My initial thought is "yes" since it says "and/or". Does the fact that if one serves less than half a term it does not count as a term be applicable? 

I should note this Board does not have a parliamentary authority currently so RONR may be persuasive but not binding. 

It should be noted that the phrase "and/or until a successor have [sic] been chosen" is problematic.  This is always the case with and/or, but particularly so in this context.  RONR specifies two different--in fact contradictory--interpretations when the word is and as opposed to or.

 

[Josh Martin]

9 hours ago, Gary Novosielski said:

It should be noted that the phrase "and/or until a successor have [sic] been chosen" is problematic.  This is always the case with and/or, but particularly so in this context.  RONR specifies two different--in fact contradictory--interpretations when the word is and as opposed to or.

For the benefit of the OP, the conflict Mr. Novosielski is referring to involves the rules for removing officers.

"Careful thought should be given to whether, given the circumstances of the particular organization, it is preferable (1) to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial (see p. 654, ll. 4–13), or (2) instead to permit their removal at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice (see p. 653, l. 27 to p. 654, l. 3).

To accomplish the first alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) and until their successors are elected." To accomplish the second alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) or until their successors are elected." (Emphases added.) Because the significant difference in effect between the use of "and" and "or" is unlikely to be clear to most members, it may be desirable (although it is not essential) to add an explanatory sentence, such as:

• For the first alternative: "Officers may be removed from office for cause by disciplinary proceedings as provided in the parliamentary authority."

• For the second alternative: "Officers may be removed from office at the pleasure of the membership as provided in the parliamentary authority."" (RONR, 11th ed., pg. 574, emphasis in original)

It should also be noted that the bylaws have their own rules regarding removal of officers, those rules take precedence.

The "and/or" distinction does not affect the question raised in this thread.

Edited July 30, 2020 at 01:59 PM by Josh Martin

[Richard Brown]

1 hour ago, Josh Martin said:

The "and/or" distinction does not affect the question raised in this thread.

I agree and I agree with the rest of Mr. Martin's comments to date in this thread.

[Gary Novosielski]

10 hours ago, Richard Brown said:

I agree and I agree with the rest of Mr. Martin's comments to date in this thread.

So do I.  I am not implying that that language is relevant to this question, just a side note that it may prove to be a problem in another context.