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How can we keep our term-limited president during the crisis?

Your Legal Questions Answered

How can we keep our term-limited president during the crisis?

We are about to lose our president because of term limits.  We don’t limit the number of years she can serve as president, but, according to our bylaws, she can only serve as an officer so long as she is a member of the board.  Her limit on the board expires at the annual meeting now scheduled for June.  Virtually all of our directors think, and I believe most of our voting members would agree, that she is the most qualified person to lead us during this crisis and the transition out of it.  What can we do to assure she continues in office? 

I don’t want to get into a long discussion of why I think term limits are not a good thing.  (You can read more of that in my Ready Reference Page: “Term Limits Are For Cowards”) But losing some of your best people at the most inopportune time is one of the prime examples.

You are not totally without a remedy here, however, depending on how long you want to keep your current president in office.  The simplest way is probably to delay your annual meeting.  If you check your bylaws (or state nonprofit corporation law if the bylaws are silent) they probably say something to the effect that officers and directors hold their office for the stated term “and until their successors are selected.”  If you don’t have the annual meeting, the directors whose terms are up continue in office until a new election selects their successors.

Most nonprofit corporation laws provide that failure to hold the annual meeting does not cause the corporation to be dissolved or otherwise unable to function. At some point, the members could call a special meeting to conduct elections, but that is probably a pretty remote possibility.

Once we get back to allowing group meetings, or if you are legally able to have a virtual meeting of the members, it will be harder to justify failing to hold the annual meeting and having an election of new directors.  If you think your president will be needed for a longer period, you will probably want to do something else.

Check your bylaws and your state law to see to what extent the board may be able to amend the bylaws.  It may be possible for the board to amend the bylaws, without the concurrence of the members, to provide that in an emergency declared by the board, the board has the power to extend the term limit.  You would have a lot of latitude here, deciding it was waived for all directors or only those serving as officers, for an additional term, not more than a specific number of years, or indefinitely.  (I don’t like the idea of indefinite terms because it doesn’t give as much opportunity to review a person’s performance.) You might want to eliminate the term limits altogether, but that may not be politically smart if a lot of the members think they are a good thing and you haven’t had time to educate them on why they may not be.

If the board doesn’t have the power, or the will, to adopt one of the alternative bylaw solutions, you could propose them to the members at the next meeting when one is held.  You might, or might not, be able to keep your president for the transition.

Monday, April 20, 2020


I believe that organizations NEED term limits. IF the President is so good then s/he should have been mentoring new people to take on the role.TOO often I have found that LONG term presidents and even ED's create less involved boards. If the leaders are doing everything the board feels free to go along with everything and never bring in new people or ideas.

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