Can a school district library board mandate that trustees take a one-year break after two terms? It is our understanding that we cannot limit trustee terms, but our bylaws require a year break after serving two three-year terms. We aren't limiting the number of terms a trustee can serve.
Thank you for your input.
This question is being answered by guest writer and LOSA[1] associate attorney Ben Sachs.
Thanks Ben!
Many not-for-profit boards impose term limits on trustees. According to a leading source of information on not-for-profit boards,[2] 87.5% of boards have terms, and 54% of those with terms have term limits. Some advantages of term limits include ensuring a source of new ideas and perspectives, avoiding fatigue, breaking up entrenched interests, granting an opportunity for larger community engagement, and more flexibility to adjust to changing needs.
With respect to trustees of public libraries, some aspects are controlled be New York State law. For instance, Education Law § 260 provides that public libraries must have between five and fifteen trustees,[3] the terms of office must be either three or five years, and the terms must be arranged “as nearly as possible” to have “one-third or one-fifth of the members [] expire annually.”[4]
In addition, certain kinds of libraries have restrictions on the terms of trustees. Specifically, cooperative library systems prohibit five-year trustees from serving more than two consecutive terms, and three-year trustees from serving more than three consecutive terms.[5] Reference and research library system trustees only are permitted five-year trustees, and as such they are only allowed to have two consecutive terms.[6]
Outside of the above-mentioned provisions, New York law is open-ended with respect to trustees. Not-For-Profit Corporation Law § 703 permits entities to specify terms of trustees in any manner established in the bylaws or articles of corporation. Thus, it is perfectly acceptable to impose mandatory breaks after a certain number of terms.
If you would like advice about what structure may be the best for your library, or if you have specific questions about trustee appointment, election, terms, or other issues that pertain to your exact type of library, be sure to reach out to an attorney who may offer more directed counsel.
Thank you for the opportunity to answer your question!
[1]The Law Office of Stephanie Adams, PLLC
[2] https://boardsource.org/resources/term-limits/
[3] Or five to twenty-five trustees for joint public libraries.
[4] This only applies to libraries established after April 30, 1921.
[5] New York Education Law § 255.
[6] Id.