Term limits during COVID

[Deb Parm]

Our bylaws state "no officer shall serve in the same office for more than two consecutive terms, or until her successor is elected".  During the pandemic, we are not meeting at all and probably will not be for the foreseeable future (we are a singing group). Our year runs April 1 through March 31.  And all members of the board are in their second term. They will not have really served a full term. Does the "or until her successor is elected" allow them to remain in their positions another year?

[Bruce Lages]

Strictly speaking, only until 'their successors are elected', whether that takes another year, a shorter time, or a longer time. Of course you are obligated to conduct a new election as soon as it's feasible to do so.

[Josh Martin]

24 minutes ago, Deb Parm said:

Our bylaws state "no officer shall serve in the same office for more than two consecutive terms, or until her successor is elected".  During the pandemic, we are not meeting at all and probably will not be for the foreseeable future (we are a singing group). Our year runs April 1 through March 31.  And all members of the board are in their second term. They will not have really served a full term. Does the "or until her successor is elected" allow them to remain in their positions another year?

I think there are two separate potential issues here, and the answer for each is different.

The first is what occurs if the society is still unable to meet when the time arrives for elections. If that occurs, then the current officers will continue serving due to the "or until her successor is elected" clause. When officers continue to serve due to an "or until her successor is elected" clause, this is not a new term, but rather an extension of the existing term. As a result, it does not violate the "two consecutive terms" rule. This does not necessarily mean that they may remain in their positions for another year. Rather, it means that they would remain in their positions until the elections can be held.

The second is what occurs if the elections can be held on time. You say that their terms do not end until March 31, which is some time in the future, so conditions may improve by then. In this event, the officers in question are not eligible to be elected to a third term. It is not correct that "They will not have really served a full term." Unless there is some rule in your bylaws providing otherwise, this is not correct. If the year runs "April 1 through March 31," then if these persons were in office for that full period, they served a full term. Nothing in RONR suggests that periods of time don't "count" toward a term in office simply because the society is unable to meet. If the society wished to permit the officers to be elected to a third term, it would be necessary to amend the bylaws.

Finally, while it's not relevant now as the current officers will have served two full terms as of March 31st, in the event that the officers do end up having an extended term due to an inability to hold elections and, as a consequence, the subsequently elected officers serve a shortened term, this rule is relevant for how the "two consecutive terms" rule applies to those officers.

"For purposes of determining eligibility to continue in 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." (RONR, 11th ed., pg. 575)

Edited August 27, 2020 at 01:56 PM by Josh Martin

[Dan Honemann]

13 minutes ago, Deb Parm said:

Our bylaws state "no officer shall serve in the same office for more than two consecutive terms, or until her successor is elected".  During the pandemic, we are not meeting at all and probably will not be for the foreseeable future (we are a singing group). Our year runs April 1 through March 31.  And all members of the board are in their second term. They will not have really served a full term. Does the "or until her successor is elected" allow them to remain in their positions another year?

The provision you have quoted is rather unusual in that the phrase "or until her successor is elected" would ordinarily be tacked on to the provision establishing the length of a single term in office, such as "Officers shall serve for a term of one year, or until their successors are elected". There must be some other provision in your bylaws which sets forth the length of a single term in office.

Aside from noticing this, I agree with the preceding responses.