Term of Office

[Guest Angela]

Hi!  A member wanted a detailed rationale for the bylaw below.  I thought an opinion from  this forum would help tremendously. The concern and bylaw are below. Thanks for your time!

The concern is that this bylaw portion is not specific enough to make that decision and leaves room for individual interpretation.”

ARTICLE IV – OFFICERS

Section 3. Terms of Office

1.  Terms of Office

a)  The President and Vice-President shall serve for a term of two years. 

b)  All other officers (Secretary, Assistant-Secretary, Treasurer, Recording Secretary, Door-Keeper, Financial Secretary, Assistant -Financial Secretary, Official Secretary, Reporter, Chaplain, Historian shall serve a two (2) year term with the option of re-election if duties and requirements for that office have been met. All officers’ terms shall coincide with the terms of the President and Vice-President.

 

[Atul Kapur]

Questions about the rationale should be directed to the people who proposed this language. 

I have no idea what "that decision" in the concern refers to, so I do not know what part is "not specific enough."

[Josh Martin]

On 9/29/2022 at 3:39 PM, Guest Angela said:

Hi!  A member wanted a detailed rationale for the bylaw below.  I thought an opinion from  this forum would help tremendously. The concern and bylaw are below. Thanks for your time!

The concern is that this bylaw portion is not specific enough to make that decision and leaves room for individual interpretation.”

ARTICLE IV – OFFICERS

Section 3. Terms of Office

1.  Terms of Office

a)  The President and Vice-President shall serve for a term of two years. 

b)  All other officers (Secretary, Assistant-Secretary, Treasurer, Recording Secretary, Door-Keeper, Financial Secretary, Assistant -Financial Secretary, Official Secretary, Reporter, Chaplain, Historian shall serve a two (2) year term with the option of re-election if duties and requirements for that office have been met. All officers’ terms shall coincide with the terms of the President and Vice-President.

I am not entirely certain what the question is here, but I assume the question is whether, in our view, the bylaw provision "is not specific enough to make that decision and leaves room for individual interpretation." If that is not the question, please clarify.

While I concur with Dr. Kapur that I am not entirely certain what "the decision" is here, I do think that the wording in question leaves something to be desired. I am not clear on the intent of the words "with the option of re-election if duties and requirements for that office have been met." If you could clarify what you understand these words to mean, we might be able to provide clearer language for the society to use to accomplish that objective.

I would as a separate matter that the language "for a term of two years" is problematic. While this is not an issue of clarity, it is generally desirable to provide that officers shall serve "until their successors are elected" in order to avoid a vacancy if, for whatever reason, the society is unable to complete an election in a timely manner.

"To ensure the continued services of officers in the event, for example, of public emergency or of difficulty in obtaining a nominee for an office, the unqualified wording “for a term of… year(s)” should be avoided, because at the end of that time there would be no officers if new ones had not been elected. The exact wording that instead ought to be used depends on a further consideration, namely, the manner in which the organization wants to make it possible to remove officers before the expiration of their normal term." RONR (12th ed.) 56:28

Edited September 30, 2022 at 05:31 PM by Josh Martin

[Gary Novosielski]

Oddly, that language appears to suggest that the president and vice president may be reëlected even if they have not met the requirements of their respective office, as it is apparently only required of the other officers.

Since there is no mention of how or by whom the decision is made regarding the duties and requirements having being met or not, I suggest that the default would be that the voters decide--by voting.

Edited September 30, 2022 at 09:29 PM by Gary Novosielski
grammar

[Atul Kapur]

I fully agree that 

On 9/30/2022 at 1:27 PM, Josh Martin said:

the wording in question leaves something to be desired

I thought that the implication was that the P and VP could not be re-elected, rather than

On 9/30/2022 at 5:28 PM, Gary Novosielski said:

that the president and vice president may be reëlected even if they have not met the requirements of their respective office

So the language apparently isn't specific enough, in at least one aspect. 

[Josh Martin]

On 9/30/2022 at 8:51 PM, Atul Kapur said:

I thought that the implication was that the P and VP could not be re-elected

This was also my best guess at the intent of the wording. If this is correct, then I would propose this wording:

"a)  The President and Vice-President shall serve for a term of two years or until their successors are elected, with a limit of one consecutive term in the same office.

b)  All other officers (Secretary, Assistant Secretary, Treasurer, Recording Secretary, Door-Keeper, Financial Secretary, Assistant Financial Secretary, Official Secretary, Reporter, Chaplain, and Historian) shall serve a two year term or until their successors are elected, with a limit of two consecutive terms in the same office. All officers’ terms shall coincide with the terms of the President and Vice-President."

It is not clear to me whether the intent was that the other officers could be "re-elected" once or infinitely. This wording assumes once. If the latter was the intent, then the words ", with a limit of two consecutive terms in the same office" should be struck from b.

Edited October 2, 2022 at 01:16 AM by Josh Martin

[puzzling]

I am a bit puzzling  with the bit

"

On 10/2/2022 at 2:14 AM, Josh Martin said:

All officers’ terms shall coincide with the terms of the President and Vice-President."

what do you mean by it? 

it could be superfluous  then it I'd better to remove it, if it means something like we will have elections for boardmembers st the annual membership meeting in september in the even years , then it is better to include something like that in the bylaws.

[Josh Martin]

On 10/1/2022 at 9:06 PM, puzzling said:

I am a bit puzzling  with the bit

"

what do you mean by it? 

it could be superfluous  then it I'd better to remove it, if it means something like we will have elections for boardmembers st the annual membership meeting in september in the even years , then it is better to include something like that in the bylaws.

I don't mean anything by it. It was in the original language provided by the OP. I am inclined to agree that it does not appear to serve a useful purpose and it could likely be removed.

[puzzling]

On 10/2/2022 at 11:57 AM, Josh Martin said:

I don't mean anything by it. It was in the original language provided by the OP. I am inclined to agree that it does not appear to serve a useful purpose and it could likely be removed.

Sorry it was not mend to be personal, I knew it was in the original language by the OP ( it was just easier to copy it from your post)

it is unclear and if it means that new boards are  elected every 2 year, it is better to state it that way than linking it to the term of the president (and linking it to two terms even if they are the same is preparing for trouble)

[Guest Angela]

Thank you all for your comments. I realize my answer to your initial question did not post. The issue was the decision that the P and VP could not run for re-election when their 2 year term in office ended. The member wanted a detailed rationale.

The wording does leave something to be desired but the bylaw was written by members who have no professional experience in writing them. It was divided into parts to separate the P and VP from all other offices. Part a) has no option for re-election and part b) speaks to all other officers having the re-election option.

Our organization is small (73 members) and has been plagued by P and VPs who do not perform their duties and obligations. Since our elections seem to be popularity contests, this bylaw was an attempt to increase the possibility of electing members who are knowledgeable and committed to those positions.. 

 

Again, thank you for your honest and frank responses, no offense was taken. It appears we need to have a professional Parliamentarian review our bylaws to help improve them. It would be well worth the expense

 

[puzzling]

On 10/2/2022 at 5:12 PM, Guest Angela said:

Our organization is small (73 members) and has been plagued by P and VPs who do not perform their duties and obligations. Since our elections seem to be popularity contests, this bylaw was an attempt to increase the possibility of electing members who are knowledgeable and committed to those positions

my suggestion would then be just set the term for these functions to 1 year. 

Also a VP in normal organisations almost has no duties how can you even check he is good or not as replacement president?

And then if you found some good people for these offices,  they may not stand for re election. So you have someone untried again...

. It appears we need to have a professional Parliamentarian review our bylaws to help improve them. It would be well worth the expense.

Always a good idea 

 

[Richard Brown]

On 9/30/2022 at 4:28 PM, Gary Novosielski said:

Oddly, that language appears to suggest that the president and vice president may be reëlected even if they have not met the requirements of their respective office, as it is apparently only required of the other officers.

I actually agree with Mr. Novosielski’s interpretation. That may not have been the intent of the bylaws, but I think it is the result of the language used. Officers may be reelected for unlimited terms unless the bylaws contain a prohibition on serving successive  terms. These bylaws contain no such prohibition when it comes to the president and vice president. Therefore, using the rules and principles of interpretation that we normally use, it appears to me that there are no term limits for the president and vice president.  Ultimately, of course, this is a matter of bylaws interpretation which only this organization’s members can do  

As for the other officers, that wording is awkward and I agree with my colleagues that it is awfully subjective as to whether those officers have properly performed  their duties, etc. I would suggest that language be removed. Either permit successive terms or don’t, but  don’t condition it upon having satisfactorily performed the duties of their offices  which is simply too subjective.

As to the provision that The terms of the other officers shall coincide with those of the president and vice president, I believe that provision should be removed and the bylaws should instead state precisely when the terms of all officers begin and end but should also include the clause “AND until their successors are elected” or the clause “OR until their successors  are elected”.  

[Guest Angela]

Thank you Josh Martin for your response and critique. The a) and b) rewrite further supports the need to engage a  professional Parliamentarian.