Conflicts of interest

[Guest Mark Herold]

Per RONR a board member cannot be compelled not to vote on an issue even if there is a conflict of interest.

Is this a hard fast rule or can an association's by-laws be amended to require a board member to disclose any conflicts and require them not to vote when there is a conflict?

I'm not sure why the RONR would still allow a board member to vote in cases of conflicts. It would seem to me that in order to maintain and ensure the integrity of the organization this would be required not just encouraged.

thanks for your imput.

[hmtcastle]

I'm not sure why the RONR would still allow a board member to vote in cases of conflicts.

Because a member's fundamental right to vote is too important to sacrifice to such a vague concept as "conflict of interest".

But your organization is free to incorporate such a restriction into its bylaws . . . and have fun trying to define it.

[Kim Goldsworthy]

Per RONR a board member cannot be compelled not to vote on an issue even if there is a conflict of interest.

Is this a hard fast rule

or can an association's by-laws be amended to require a board member to disclose any conflicts and require them not to vote when there is a conflict?

Yes, you are free to amend your bylaws to include this.

I'm not sure why the RONR would still allow a board member to vote in cases of conflicts.

"Hold your horses!"

RONR does not allow the conflicted member to vote.

RONR's rule is clear.

No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization.

RONR's restriction is on the organization. The organization cannot take away something which the bylaws grant -- THE RIGHT TO VOTE.

It would seem to me that in order to maintain and ensure the integrity of the organization this would be required not just encouraged.

The rationale is: No rule of order is superior to one's bylaws.

Since the bylaws grant the power to vote (by virtue of "being a member"), then no lesser rule, like a parliamentary rule, can override the act of granting a right to vote.

It is simple logic.

If bylaws grant X,

Then no rule of order can un-grant X.

[Gary Novosielski]

Per RONR a board member cannot be compelled not to vote on an issue even if there is a conflict of interest.

Is this a hard fast rule or can an association's by-laws be amended to require a board member to disclose any conflicts and require them not to vote when there is a conflict?

I'm not sure why the RONR would still allow a board member to vote in cases of conflicts. It would seem to me that in order to maintain and ensure the integrity of the organization this would be required not just encouraged.

thanks for your imput.

The basic right to vote can only be limited by provisions in the bylaws. But you'd better have an iron-clad rule in there about exactly what constitutes a "conflict", or you (or other members) are going to wind up back here asking about what a conflict is, with people talking about hiring lawyers and such.

There are a variety of ethics commissions in the several states that spend a large amount of time arguing about what does and does not constitute a conflict among elected officials. Their output is probably tens of thousands of pages, and climbing. That may be why RONR wisely avoided the subject.

[tctheatc]

Here's an example of how silly the interpretations of "conflict of interest" can get: my wife & I belonged to a certain church whose bylaws prohibited holding any office or committee position presenting a "conflict of interest". The congregation's interpretation of that rule was husband and wife could not be on the same committee because they would vote the same way. So Mrs TC & I could not be on the education committee and vote to use the same sunday school curriculum. But I was allowed to be a trustee and supervise employees. My wife was employed as office secretary. I could vote for her to get a raise. Go figure.

[Gary Novosielski]

Here's an example of how silly the interpretations of "conflict of interest" can get: my wife & I belonged to a certain church whose bylaws prohibited holding any office or committee position presenting a "conflict of interest". The congregation's interpretation of that rule was husband and wife could not be on the same committee because they would vote the same way. So Mrs TC & I could not be on the education committee and vote to use the same sunday school curriculum. But I was allowed to be a trustee and supervise employees. My wife was employed as office secretary. I could vote for her to get a raise. Go figure.

That's truly ridiculous. The supervisory thing would be considered by most to be a potential conflict, and many organizations prohibit anyone to be in the direct line of supervision over an immediate family member.

But a committee vote restriction is nuts. What people don't seem to realize is that an allegation of a "conflict" of interest has to be based on some plausible situation that would actually create a conflict--something where conflicting interests would push you to vote in two opposite ways. If there are multiple interests that would all suggest the same vote, that's not a conflict of interest, that's a congruence of interests. If you and your wife always voted the same way, for the same reasons, where's the "conflict"?

Of course anyone who assumes you would always vote the same way has never been married. But that's another story.

[Josh Martin]

Is this a hard fast rule or can an association's by-laws be amended to require a board member to disclose any conflicts and require them not to vote when there is a conflict?

Your Bylaws supersede RONR. You are free to adopt such a rule in your Bylaws.

I'm not sure why the RONR would still allow a board member to vote in cases of conflicts. It would seem to me that in order to maintain and ensure the integrity of the organization this would be required not just encouraged.

The way in which to "maintain and ensure the integrity of the organization" in such cases is through disciplinary action. While it is true that a member cannot be prevented from voting in a situation in which he has a personal or pecuniary interest not in common with other members, the rule is not to be taken lightly. If a board member is willing to sacrifice the organization for personal gain, remove him from office. In this manner, each situation may be reviewed on a case-by-case basis rather than attempting to develop an exhaustive "conflict of interest" policy to cover every scenario.

[Gerry4000]

Here's an example of how silly the interpretations of "conflict of interest" can get: my wife & I belonged to a certain church whose bylaws prohibited holding any office or committee position presenting a "conflict of interest". The congregation's interpretation of that rule was husband and wife could not be on the same committee because they would vote the same way. So Mrs TC & I could not be on the education committee and vote to use the same sunday school curriculum. But I was allowed to be a trustee and supervise employees. My wife was employed as office secretary. I could vote for her to get a raise. Go figure.

I don't want to be on any church committee with my wife on the same committee. We would probably NEVER agree on anything.