Guest Leather Head Posted September 27, 2021 at 03:40 PM Report Share Posted September 27, 2021 at 03:40 PM Our 501(c)(3) BOD is having an interpretation issue relating to Committee Terms according to our Bylaws. We have a committee member who is very valuable in past experience that is crucial to our accounting transparency and IRS code of conduct. Our BOD Bylaws say, "... a Committee Member may serve up to 3 consecutive terms..." The verbiage does not use the word "shall" as in other topics. Does the BOD have the authority to make an "exception" for this individual to serve past their 3 year term? Could I also ask for the ROR place that addresses this question? Thanks! Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted September 27, 2021 at 04:13 PM Report Share Posted September 27, 2021 at 04:13 PM On 9/27/2021 at 11:40 AM, Guest Leather Head said: Our 501(c)(3) BOD is having an interpretation issue relating to Committee Terms according to our Bylaws. We have a committee member who is very valuable in past experience that is crucial to our accounting transparency and IRS code of conduct. Our BOD Bylaws say, "... a Committee Member may serve up to 3 consecutive terms..." The verbiage does not use the word "shall" as in other topics. Does the BOD have the authority to make an "exception" for this individual to serve past their 3 year term? Could I also ask for the ROR place that addresses this question? Thanks! No. the BOD does not have the authority to make an "exception" for this individual to serve past his 3 year term. The only way to do this is to amend your bylaws. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted September 27, 2021 at 11:07 PM Report Share Posted September 27, 2021 at 11:07 PM On 9/27/2021 at 11:40 AM, Guest Leather Head said: The verbiage does not use the word "shall" as in other topics. Well, no. If it used the word "shall" it would mean that the person, once elected, must serve for three full terms, which is probably not what was intended. By using the word "may, it means that the person may serve for one, two, or three terms, but may not serve for a fourth. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted September 27, 2021 at 11:12 PM Report Share Posted September 27, 2021 at 11:12 PM On 9/27/2021 at 10:40 AM, Guest Leather Head said: Does the BOD have the authority to make an "exception" for this individual to serve past their 3 year term? No. On 9/27/2021 at 10:40 AM, Guest Leather Head said: Could I also ask for the ROR place that addresses this question? "Rules contained in the bylaws (or constitution) cannot be suspended - no matter how large the vote in favor of doing so or how inconvenient the rule in question may be - unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14." RONR (12th ed.) 25:7 Quote Link to comment Share on other sites More sharing options...
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