Can you clarify the terminology on terms?

Borthwick Chris Jul2019lg

In this help sheet series, Our Community’s resident agony uncle, Chris Borthwick, offers answers to frequently asked questions about issues not-for-profits are facing.

Dear Agony Uncle,

I have a governance question about whether a term in our constitution restricting the number of successive terms of a director starts from the date the term was endorsed at an AGM so that it starts from then on or should be enforced retrospectively for our upcoming AGM

Agony Uncle's answer

This is a straightforward case for the application of a basic rule: Before asking "What does the law say?", ask "What do I want to happen?".

I'm not even going to contemplate what the Act or your constitution or your standing orders say. It's enough that you're not sure what the answer is, which means there's a genuine – or, at worst, an arguable – ambiguity there, which means you can pick the one you prefer (or, more specifically, the one that the chair prefers) and simply say it's that. Conceivably someone else will disagree, but nobody's going to take you to court.

Whatever's most convenient, is my advice.

Best wishes,
Agony Uncle.

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