Temporarily Suspend Bylaw Regarding Term Restrictions

[Guest Guest JC]

I’m the chair of the board of directors of a nonprofit organization.

In our bylaws for the board, it states that a director can serve two consecutive three year terms and then they must “sit out” a year before being eligible to return to the board.

We have a former director that has only been off the board for 6 months but we’re in almost desperate need of another director. Is there a way to move to temporary suspend the requirements of this bylaw without opening up a proverbial can of worms? We don’t want to amend the bylaws to permanently change the requirement. We just want to investigate the possibility of just lifting the restriction for this once instance.

Can we do this without creating unintended consequences or should we just wait until August for this person’s eligibility to return?

[Joshua Katz]

No, you cannot suspend bylaws (with certain exceptions not applicable here). You can amend them, or you can follow them, but there's no in-between for bylaws not meeting those two exceptions.

[Gary Novosielski]

No.  Provisions such as this cannot be suspended.  

[Richard Brown]

Bylaw provisions which are in the nature of a rule of order may be suspended, but this particular bylaw is not a rule of order, but is rather more in the nature of a qualification for holding office. Someone who has served two consecutive terms in office and has not yet been out of office for a year it’s not eligible or qualified  to be elected again yet. Therefore, this provision is one that cannot be suspended.

[Josh Martin]

On 3/25/2024 at 8:32 PM, Guest Guest JC said:

We don’t want to amend the bylaws to permanently change the requirement. We just want to investigate the possibility of just lifting the restriction for this once instance.

Can we do this without creating unintended consequences or should we just wait until August for this person’s eligibility to return?

You cannot suspend a rule in the bylaws unless the rule is in the nature of a rule of order (this one isn’t) or if the rule provides for its own suspension.

If you anticipate this issue will arise again in the future, you could amend the bylaws to provide that this rule may be suspended, specifying the circumstances and requirements for its suspension.

If this is a one-time thing, it seems easier to just wait until August.

[Guest Guest JC]

Thanks, all! I will advise the group that we need to wait until August.