Consecutive Board Term Question

[M Goodman]

Quick question. If a limit for a board member is two consecutive terms how long do they need to wait to run for re-election?  Someone wishes to come back after one year off. In my way of thinking ( which I admit is sometimes faulty 😄) I say they have to wait 2 years because at the one year mark they would be serving half of the third consecutive term. I see quite a bit about term limits, but really nothing that address eligibility to return specifically.

Thank you all again in advance!

Mary

[Dan Honemann]

On 5/23/2023 at 4:13 PM, M Goodman said:

Quick question. If a limit for a board member is two consecutive terms how long do they need to wait to run for re-election?  Someone wishes to come back after one year off. In my way of thinking ( which I admit is sometimes faulty 😄) I say they have to wait 2 years because at the one year mark they would be serving half of the third consecutive term. I see quite a bit about term limits, but really nothing that address eligibility to return specifically.

Thank you all again in advance!

Mary

You point out the reason why care should be taken in drafting a bylaw provision concerning term limits. A provision such as the one you describe can easily be interpreted to mean that a member, after serving two consecutive terms, will never again be eligible to serve again in that same office. "No member shall be eligible to serve three consecutive terms in the same office" is much better.

[Gary Novosielski]

On 5/23/2023 at 4:13 PM, M Goodman said:

Quick question. If a limit for a board member is two consecutive terms how long do they need to wait to run for re-election?  Someone wishes to come back after one year off. In my way of thinking ( which I admit is sometimes faulty 😄) I say they have to wait 2 years because at the one year mark they would be serving half of the third consecutive term. I see quite a bit about term limits, but really nothing that address eligibility to return specifically.

Thank you all again in advance!

Mary

It depends on the exact wording of the bylaw.  If you quote it exactly we might be able to help.  Or maybe not, if it's ambiguous.

[M Goodman]

This is what our bylaws state:

"DIRECTORS, OFFICERS AND *********

Section 1. Board of Directors: The Board of Directors ("Board," "Directors," or "Board of Directors") shall be comprised of ten members, all of whom shall be Voting Members in good standing and who are residents of the United States. The Board shall be elected for one two-year term as provided in Article VI below and shall serve until their successors are installed. Each Director shall be limited to serve no more than two consecutive two-year terms. General management of the *******’s affairs shall be entrusted to the Board of Directors."

 

So if a director has already served 2 consecutive terms, and the end of their second term was 1/2023, when would they be able to return?

Best,

Mary

 

Edited May 23, 2023 at 08:41 PM by M Goodman

[Gary Novosielski]

Well, it doesn't actually say they can ever return, does it?  As Mr. Honemann points out that language can be interpreted to say that once they have served two consecutive terms, they may no longer serve.

But if we interpret that language to intend to limit only the number of consecutive terms, and not lifetime terms, consecutive means consecutive.  If someone serves two consecutive terms, does not run for reëlection, but then runs again at the very next opportunity presumably a year later, that term would not be consecutive, and so would be allowed.  

Are elections held every year with staggered terms, or do all the directors' two-year terms expire at once?

I should note that we in this forum cannot interpret ambiguous language in your bylaws for you.  Ultimately each society interprets its own bylaws, and has the power to amend them so that they are clear, such as the language Mr. Honemann suggested--instead of saying limited to two, say may not serve three consecutive terms.  That's not ambiguous.  Officers can serve all sorts of combinations of terms, except for three in a row.

Edited May 23, 2023 at 08:53 PM by Gary Novosielski

[M Goodman]

I get what you are saying, but if they return at the one year mark wouldn't they be serving 1/2 of the third consecutive term?

Thanks for all your patience with me-you guys are the best!

Mary

Wait-are you saying that they possibly cannot return?????

 

Edited May 23, 2023 at 08:54 PM by M Goodman

[Gary Novosielski]

Well, most bylaws that have term limits say how long of a break is required.  Yours don't, so we don't know what was intended.  The US Constitution limits a president to two terms, and there is no break long enough to allow a third one.

But if we interpret your bylaws to limit only consecutive terms, not lifetime terms, we need to determine what was meant by consecutive.  Unless that word is defined in the bylaws, we're left to consult the dictionary definition.  One of them says: 

Following one after another without interruption; successive.

So, does a year off constitute following one after another without interruption, or not?

The thing is, we in this forum cannot do this interpretation for you.  Ambiguous bylaws must be interpreted by each organization for itself.  

 

 

 

[Joshua Katz]

On 5/23/2023 at 4:08 PM, Gary Novosielski said:

The US Constitution limits a president to two terms, and there is no break long enough to allow a third one.

No it doesn't. It doesn't say anything about service (aside from an exception). It talks about election to office.

[Joshua Katz]

On 5/23/2023 at 3:49 PM, Gary Novosielski said:

But if we interpret that language to intend to limit only the number of consecutive terms, and not lifetime terms, consecutive means consecutive.  If someone serves two consecutive terms, does not run for reëlection, but then runs again at the very next opportunity presumably a year later, that term would not be consecutive, and so would be allowed.  

 

It seems to me that, if we interpret it this way, it also follows that they may run for a vacancy that develops the day after leaving office. Which, as a Ducey fan-boy, is fine with me. (I also quite like Hobbs, so I'm not saying I want her out, only that, if she were out for some reason, I'd much prefer Ducey come back over risk what nonsense the Rs would otherwise come up with.) I'm just pointing out that that appears to me to be the only alternative to having to wait a full term.

[Gary Novosielski]

On 5/23/2023 at 7:40 PM, Joshua Katz said:

It seems to me that, if we interpret it this way, it also follows that they may run for a vacancy that develops the day after leaving office. Which, as a Ducey fan-boy, is fine with me. (I also quite like Hobbs, so I'm not saying I want her out, only that, if she were out for some reason, I'd much prefer Ducey come back over risk what nonsense the Rs would otherwise come up with.) I'm just pointing out that that appears to me to be the only alternative to having to wait a full term.

Sure it could mean that.  The way it's written it would be hard to dispute most any interpretation.  Best practice would be to amend it to say what it means, whatever that may be.

[Weldon Merritt]

"Since a reasonable rotation in office is desirable in almost all organizations, a section of this article may well provide that “'No person shall be eligible to serve… consecutive terms [specifying the number] in the same office.' 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 50:31.

Although this provisions specifically addresses eliminate eligibility to continue in office,. it seems to me that the same principle wood apply to eligibility to be elected again. That is, if a member has been out of office for at least half a term, he would be eligible to fill a vacancy for the remainder of the term. (And still be elected to however manly consecutive terms the bylaws allow.)

Edited May 24, 2023 at 02:41 PM by Weldon Merritt
Corrected a typo.

[Dan Honemann]

On 5/23/2023 at 11:00 PM, Weldon Merritt said:

"Since a reasonable rotation in office is desirable in almost all organizations, a section of this article may well provide that “'No person shall be eligible to serve… consecutive terms [specifying the number] in the same office.' 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 50:31.

Although this provisions specifically addresses eliminate to continue in office,. it seems to me that the same principle wood apply to eligibility to be elected again. That is, if a member has been out of office for at least half a term, he would be eligible to fill a vacancy for the remainder of the term. (And still be elected to however manly consecutive terms the bylaws allow.

I agree.