Dear Governance Matters:
We are in the process of rejuvenating our board by implementing much stricter governance rules. I could use some help answering the following question:
We have two board members that were brought onto the board part way through the year. They were not elected at the annual general meeting, but rather some months prior. Board positions have two-year term limits.
Since these board members only served part of their first year and will have served a complete second year by the time the next general meeting rolls around, are they deemed to have served their first term even though two full years have not passed?
My understanding is that if they were elected part way through a year, the first annual general meeting would be considered as the first complete year of their first term and now they must stand for re-election at the second annual general meeting.
Any help would be appreciated.
Ah, an interesting dilemma and, as usual, the devil is in the details. It's great that you are looking at these --let's call them "governance policies" rather than "rules" before you move forward.
If two board members resigned in the middle of their terms and these two took their places, then the current members only have 1 1/2 years left. If your organization increased the number of board members, that's a different issue.
Too bad this was not discussed and a board policy created when they were elected. But no time like the present to have a thoughtful discussion, look at all implications, and propose a new board policy.
The board could always "grandfather in" the two board members, thereby allowing them a "one time only" 2 1/2-year term. But you might ask them if that's what they'd like.
Another consideration is how many board terms are about to end. This is probably not as important as it would be if you have 3-year terms. I've seen organizations where too many board members "rolled off" the board at the same time not good for continuity!
For more ideas about governance policies, check out the Board Leadership Project; you might want to start here.
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