Director Terms discussion thread

S Sam Public Seen by 1

Poll Created Wed 11 May 2022 12:15PM

Board position maximum term length Closed Mon 13 Jun 2022 12:01PM

by Sam Tue 31 May 2022 2:11AM

Hi all, I didn't realise that Loomio had changed the polling feature without notice, and it didn't allow discussion of the topic.

I've figured out that we need to cnvert the poll to a thread (which I've now done), and hopefully you should be able to add comments and discuss prior to voting. Please let me know if you have trouble doing so - we've already uncovered a couple of new issues in that regard.

Please advocate for any alterations to the proposal, or even post a completely new one on the topic. Now that we're back in a thread format I believe (and hope) those features are now working as expected.

The AFR states the following about Director term lengths:

Town Hall participants also provided feedback on the length of terms. Overall, a majority view was that there should be some limitation on length. In general, participants didn’t express a specific preference for the length (though a small minority suggested 3 years). Limitations were justified by the need to bring in ‘new blood’ and ensuring that people don’t burn out. It was, however, considered to be important to balance this need with ensuring maintenance of organizational knowledge. Thus, it was considered appropriately some to seek a balance between turnover and continuity


[Survey] Respondents were also asked to indicate whether there should be a maximum term imposed for directors. A large majority (670 respondents) replied that there should be a maximum term of some kind, with the most common response being 3 years. These results are reflected in Chart 13.

(emphasis added for clarity)

Therefore I propose that:

  1. the Entity must complete an election before December 20 of the next calendar year

    1. if a person has held a position on the Board for the 2 previous full calendar years, or

    2. by consensus of more than 50% of the registered members

  2. a Board membership expires upon completion of the first election after the position has been held for 2 full calendar years


I'm going to explain this badly, so please keep that in mind and ask any questions it raises. Also, I refer to the parts as "clause" but that's just writing habit - the lawyers will take the intention and write it in properly.

After a bunch of wording and work-shopping, I found that it was efficient to break the mechanism into two parts; a trigger for election, and a mechanism for handling who is up for election.

The system:

  • makes it easy to keep track of election years (every third year)

  • strikes a balance between minimum and maximum terms (2 and 4 years respectively) which matches the AFR (average to 3 depending on the specific election dates)

  • gives the board flexibility on exactly when to run the election, but doesn't allow it too close to the end of year holiday period when cultural events are happening

  • contains provision for the first election and transition from Interim board to officially elected Board

  • contains provision for filling empty positions without penalizing the new board member with a significantly shorter term

  • allows the Entity to run election whenever needed - it's not limited to once per 3 years - but also gives people the security to know that their position won't expire until they've had at least two years in the role. Of course, board members can quit at any time too.

Example 1: early joiner

If an election is run in January 2000 but one of the elected Board members quits in February, their replacement has only had one month less of a term than the rest of the Board. In this theoretical scenario we want to be able to fill a seat rather than leave it empty for 2.9 years. The replacement is given the position (we'll have a separate thread on how this is done).

The Entity is obligated to have an election in 2003 under cause 1.1. All board members were elected in 2000, so all positions will expire on the completion of this election. This is fair because the early joiner has been there for a vast majority of the 3 year period, and the limits are maximums not minimums.

Example 2: late joiner

A election is run in January 2000 but one of the elected members quits in 2002 and their replacement is desperately needed, so we don't want to wait out the remaining. The replacement is given the position (we'll have a separate thread on how this is done).

Again the Entity is obligated to have an election in 2003. In this scenario the late joiner has only held the position for a couple of weeks. No one would run for an interim position if they were at risk of being voted out again weeks later, so we don't want their position to expire in the '03 election. Clause 2 means that only the seats of people who have had the position for 2 full years are up for election.

Example 3: interim board

In order to register the Entity, we have to put down the names of Board members. We can't run an official election for them because the constitution is not binding until after registration, but we also can't register until we have the names.

Therefore there needs to be an interim board whose sole purpose is to organize and run the first election. We don't want to wait 3 years for them to be forced do so under clause 1.1, and to make sure that unlikely event doesn't occur, clause 1.2 allows the members to trigger the first election immediately.


This proposal does not include the topics below, these should go into separate threads/proposals:

  • a mechanism for how a director is replaced

  • who the interim board is comprised of

  • election process and requirements

  • what to do if quorum drops - though it does make the rules clear for when we do deal with that


Results Option % of points Voters
Agree 80.0% 4 TB S MF L
Abstain 0.0% 0  
Disagree 0.0% 0  
Block 20.0% 1 RM
Undecided 0% 5 BRS RM

5 of 10 people have participated (50%)


Robin Macpherson
Wed 11 May 2022 12:16PM

I don't think there has been enough consideration to alternative views. This is largely due to the commenting turned off. If one was aiming to create a stable board consideration should be given about the annual intake of 2,2,3 or 3,3,3 as apposed to the volatility of the possibility of all board positions are spilled at the same AGM.

For renewal, It think it is better if it is gentle, a nudge every year reflecting the views of the community voting year. So I block this item until we have had a chance to discuss it.


Madeline Fountain
Wed 11 May 2022 12:16PM

OK I agree to this with the caveat that we add a proposal to the out-of-scope list for how many times the same Board Member can run please.


Sam Wed 25 May 2022 5:34AM

Leanna, in answer to your question; Jack Black would be up for re-election, but members would be most welcome to vote him back in (to the board). The roles board members hold can be switched around as needed and doesn't change the tenure mechanism.