Q&A #93 – Are term limited Board members ever eligible to rejoin the Board?

Question: My nonprofit organization’s Bylaws say that Board members serve for 3-year terms and may serve for a maximum of two consecutive terms. One of our Board members who is rolling off has asked whether they would be eligible to rejoin the Board at some point in the future. Our Bylaws do not seem to address the issue.

Answer: The question of whether Board members are eligible to rejoin the Board after a period of time has lapsed is one of the most important issues that should be addressed in the Bylaws of any nonprofit that has term limits for its Board of Directors. If the Bylaws are truly silent to this issue and do not specify when term limited Board members become eligible to serve again, then the Bylaws should probably be interpreted as not allowing these Board members to rejoin. Amending the Bylaws to clarify this issue would be advisable.  

Many nonprofits opt to allow term limited Board members to rejoin the Board after a certain period of time has lapsed. The key is to determine the period of time off the Board that most makes sense for your organization. If it is too short, then you may be defeating the purpose of having term limits in the first place. If it is too long, then you may be unduly restricting the organization from bringing back Board members who could add exceptional value. Some organizations find that requiring the equivalent of one full term off the Board (e.g., 2 or 3 years) before becoming eligible to rejoin strikes the right balance. However, this decision will be different for every organization.

Planning Tip – Nonprofits looking to implement term limits for the first time face numerous challenging issues that require careful advance planning. This includes addressing the sensitivities of current Board members who may not be ready for change and working out important drafting and logistical issues such as deciding how the Bylaws will address the transition to term limits (e.g., prospective vs. retroactive, all at once vs. staggered). Consider forming a committee or working group that includes longstanding Board members to ensure all feel involved and have had an opportunity to voice their input.

In any case, it is very important to address and clarify this issue in the Bylaws, and to periodically assess how well this is working to ensure that the Bylaws are always aligned with your organization’s mission and changing needs.

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