Retroactive Term limits?

[DonW]

Recently approved bylaws for our 501©(3) corp. now provide for term limits on officers and board members. Board members are now elected for a two year term and can be re-elected for 2 more 2 year terms. Our president interprets this as immediately being retroactively applicable to our entire board. This would mean that any board current member with two or more years tenure must must be re-elected, and one board member who has served for six years must step down. So, the question is are bylaws changes applied retroactive? There is no provision in the bylaws.

[jstackpo]

Yes, they are "retroactive". The bylaws state the rules as of RIGHT NOW; if the rules impact a long-term office holder, so be it. (This is a way of removing an officer without a direct vote on his reelection!)

Often bylaws with a possibly retroactive effect are adopted with a proviso that may soften the retro effect. Were yours?

And read the exact text of your (new) bylaws carefully. Thet may not say exactly what you, or the chair, thinks they say. We here can't do that for you.

[Tim Wynn]

Recently approved bylaws for our 501©(3) corp. now provide for term limits on officers and board members. Board members are now elected for a two year term and can be re-elected for 2 more 2 year terms. Our president interprets this as immediately being retroactively applicable to our entire board. This would mean that any board current member with two or more years tenure must must be re-elected, and one board member who has served for six years must step down. So, the question is are bylaws changes applied retroactive? There is no provision in the bylaws.

See RONR(10th ed.), p. 579, l. 9-30. The bylaw amendments take effect immediately and apply to current officers.

[hmtcastle]

This would mean that any board current member with two or more years tenure must must be re-elected

Perhaps.

and one board member who has served for six years must step down.

Perhaps. As Mr. Stackpole noted, the bylaws may not say what you, or your president, think they mean. For one thing, you may have to consider the length of the previous term relative to the length of the current term, and not just the number of terms. So, as noted, it depends on the precise language of the "new" (current) bylaw and, to a lesser extent, on the language of the old bylaw.

[Gary Novosielski]

Yes, it depends very much on the exact language.

If, for example, if it prohibited someone from being nominated to a third term, that's one thing.

If it prohibited them being elected to a third term, that's something else. (If that election is already in the past.)

If it prohibited them from serving in an office for more than one term, that's something else again.

Some of those can be interpreted to mean that a person must step down, some if them can be interpreted otherwise.

[Rev Ed]

As others have stated, it all dpends on whether or not there is a so-called "grandfather clause" in the By-law. Often new By-laws will be implemented with a clause that states the By-law (if it restricts something, as in this case) that anyone who would be harmed by this at the moment is not covered by the By-law. Thus if a member has already served three terms, that the member will not be required to step down immediately.

[George Mervosh]

As others have stated, it all dpends on whether or not there is a so-called "grandfather clause" in the By-law. Often new By-laws will be implemented with a clause that states the By-law (if it restricts something, as in this case) that anyone who would be harmed by this at the moment is not covered by the By-law. Thus if a member has already served three terms, that the member will not be required to step down immediately.

It's referred to most often as a proviso.

[Guest dan]

This is, I believe, a good example of why a lot of thought and review be done of any proposed bylaws changes BEFORE such changes are proposed and adopted. In my opinion, the proponents of this change should have ready answers and justification for all of the issues being discussed here.

[Guest dan]

You'd think I'd get tired of being a guest, wouldn't you.

[hmtcastle]

You'd think I'd get tired of being a guest, wouldn't you.

Apparently not.