Term Limits

What do the Bylaws actually say about term limits?

First, the Bylaws, like any legal document, must be read as a whole, with each part read in the context of the entire document.  Individual clauses or provisions cannot be cited in isolation – they must be interpreted in a way that harmonizes them with the overall document.

Second, and most important, is how the organization has interpreted the Bylaws in its day-to-day operations.

So, how have the Friends of the Fallbrook Library operated historically?

At every Annual Meeting, an entire Slate has been presented for a vote.  There has never been any tracking of whether someone was in the second year of a term and therefore not subject to the vote.

Every Director has been treated as an annual position, with unlimited annual reelection.

The most recent example is Tom Mintun, who served for nine years as President, not only without objection, but with encouragement from the Board.

Here’s the section of the Bylaws that has been quoted out of context, Article IV, Section 3.E:

Directors may serve (3) consecutive two-year terms, with a maximum of six (6) consecutive years.

1) Additional one-year terms require approval of the Board.

2) An individual may again be elected as a Director for three (3) more terms after an absence of one (1) year if re-elected.

Reading the Bylaws as a whole, earlier in Article IV, we learn that only five Directors serve a 2-year term:  the Officer-Directors and the Director-Membership.  See Article IV, Section 1B.

Thus, only those five positions, the 2-year term Directors, are covered by Article IV, Section 3.E.  All of the other Directors are year to year, and not covered by any term limits.

Further, what is the most reasonable interpretation of the part of the Bylaws quoted above?

It is that someone in one of the specific 5 positions, after serving three 2-year terms, may be elected to additional unlimited 1-year terms.  If that person is subsequently absent for a year, the clock resets, and that person can then be re-elected to three consecutive 2-year terms before reverting to unlimited 1-year terms.

But, as described above, this section really doesn’t matter, because the way the Bylaws have been used in practice is for every position to be reelected annually, with no term limits.