director

[c. moriarty]

Our entity uses Robert's rules. We have by-laws which require a 2/3 vote of 13 directors to change. We have policies which require a majority vote of directors at a meeting where a policy change or addition has been moved. At our last meeting a member introduced a motion in a form of what was wanted to be accomplished to change the names of officers. I indicated that would take a by-law change. The introducing director said he had reviewed that and a policy change was all that was necessary. A roll call vote was taken with a result of 5 in favor and 4 against. The president should then have been required to vote but that did not happen. The change was reported as passed. Subsequent to the meeting, I determined that a change of officer titles does require a by-law change. As a result of the action at the last meeting our policies are not in agreement with our by-laws. What action must be taken at the next meeting to correct this situation. Thanks.

[Hieu H. Huynh]

Raise a point of order that the action taken is in conflict with the bylaws and is null and void.

[Richard Brown]

10 minutes ago, c. moriarty said:

Our entity uses Robert's rules. We have by-laws which require a 2/3 vote of 13 directors to change. We have policies which require a majority vote of directors at a meeting where a policy change or addition has been moved. At our last meeting a member introduced a motion in a form of what was wanted to be accomplished to change the names of officers. I indicated that would take a by-law change. The introducing director said he had reviewed that and a policy change was all that was necessary. A roll call vote was taken with a result of 5 in favor and 4 against. The president should then have been required to vote but that did not happen. The change was reported as passed. Subsequent to the meeting, I determined that a change of officer titles does require a by-law change. As a result of the action at the last meeting our policies are not in agreement with our by-laws. What action must be taken at the next meeting to correct this situation. Thanks.

I agree with Mr. Huynh's response but have a question:  You said the "president should then have been required to vote but that did not happen".  Do you have a special rule of order or bylaw provision that REQUIRES the president to vote?  In RONR, the president is not required to vote but MAY vote whenever his vote will affect the outcome.  In fact, per RONR, the president usually does NOT vote except when his vote will affect the result.

From page 53 of RONR:  "Chair's Vote As Part of the Announcement, Where It Affects the Result. If the presiding officer is a member of the assembly or voting body, he has the same voting right as any other member. Except in a small board or a committee, however—unless the vote is secret (that is, unless it is by ballot; 45)—the chair protects his impartial position by exercising his voting right only when his vote would affect the outcome, in which case he can either vote and thereby change the result, or he can abstain. If he abstains, he simply announces the result with no mention of his own vote."

I note that you said the board is comprised of 13 members.  You might well consider that to be a small board which follows the small board rules, in which case the president can vote with everyone else.... if he chooses to vote.  No rule in RONR requires that he vote.