Let's say Melissa is on the Income Tax Board. Her three-year term is scheduled as 01-01-2020 to 12-31-2022. However, she has decided to resign as of 03-25-2021. It is decided that Nick will replace Melissa on this board today, 04-06-2021.
Since Nick is replacing her in the middle of an existing term, how should Nick's Certificate of Appointment effective date read? Should his appointment paper be in effect as of today, 04-06-2021 with an expiration date of 12-31-2022? Or is his term backdated in order to use the original appointment of 01-01-2020 to 12-31-2022?
Similar to Robert's Rules, is there, by any chance, a specific website or rule book I can follow for board terms?
Hi Melissa: Thanks for your questions!
Regarding the board member who resigns and another takes over:
This procedure should be spelled out in the bylaws for the board. If it is not, it needs to be taken care of ASAP (because boards have to follow their bylaws that have been filed with their state and the federal government). Whatever you decide to do with your bylaws, “Nick’s” replacement should absolutely NOT be backdated to 01-01-20 because he could then be held legally accountable for decisions of which he was not a part. His term should officially go on record as starting 04-06-21. Once his appointed term expires on 12-31-22, and if an exception is allowed in the bylaws (if board members can only serve three years), he could then run for a three-year term as a board member, and those 21 months would not count against him.
Regarding Robert’s Rules:
As a non-profit board member, and according to a board expert I consulted for this query, Robert’s Rules is not favored by boards because it is too rigid and time consuming to follow during board meetings, so it is a good idea that you are searching for another source for procedural guidelines. Boards need flexible but clear procedural rules. There are several published options for you to consult (like Robert’s Rules) for non-profit boards, so you’ll need to spend a little time searching for what fits your board best. It may be worth paying for books or documents so you aren’t reinventing the wheel when creating your board’s procedural rules.
This is a useful FAQ about running board meetings: https://boardsource.org/resources/board-meetings-faqs/
Here is another basic but helpful guideline that directs you to some published works for you to consider (please note that as an advisor I am not connected to any of these paid published works referenced in this link): http://literacybasics.ca/board-governance/effective-board-meetings/
Finally, hopefully you will find some helpful information about boards in general from this chapter in our toolkit: https://ctb.ku.edu/en/table-of-contents/structure/organizational-structure (especially sections 4-8).