Adams Stirling PLC


Officers serve at the pleasure of the board but most often for one-year periods, i.e., until the next annual meeting or until changed by the board mid-term. This is true even if only part of the board is elected each year.

Staggered Terms. A growing number of associations now have two-year or three-year staggered terms for their directors (depending on the size of the board). As a result, a portion of the board rather than the entire board stands for election each year. A director who has a two-year or three-year term can serve as president, secretary or treasurer for their entire term as a director but not necessarily Unless the bylaws state otherwise, all offices (president, secretary, treasurer) automatically end with the election of new directors at the annual meeting, even if the change on the board is partial. The new board can confirm existing officers or name new ones.

EFFECT OF PERIODIC PARTIAL CHANGE IN BOARD MEMBERSHIP. In cases where a board is constituted so that a specified portion of its membership is chosen periodically (as, for example, where one third of the board is elected annually for three-year terms), it becomes, in effect, a new board each time such a group assumes board membership. ... it chooses new officers and committees as soon as the new board members have taken up their duties, just as if the entire board membership had changed. The individual replacement of persons who may occasionally vacate board membership at other times, however, does not have these effects. (Robert's Rules, 11th ed., pp. 488-489.)

Appointments. The individual appointment of directors who may vacate the board mid-term does not have the effect of automatically ending officer terms and committees.

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Adams Stirling PLC