conflicts of interest

[Guest lookingforanswers]

When the president of an organization is one of two parties involved in an issue to be "resolved", is it not true that he/she should not be involved in the resolution process, and that the VP should step in as acting president in his/her absence to conduct the resolution process?

[Rob Elsman]

When the president of an organization is one of two parties involved in an issue to be "resolved", is it not true that he/she should not be involved in the resolution process, and that the VP should step in as acting president in his/her absence to conduct the resolution process?

If the president intends to speak in debate, he should, as you suggest, relinquish the chair.

[Kim Goldsworthy]

When the president of an organization is one of two parties involved

in an issue to be "resolved",

is it not true that he/she should not be involved in the resolution process,

and that the VP should step in as acting president in his/her absence to conduct the resolution process?

It depends.

Strictly speaking, as soon as a second member is involved in the effect of the motion, then all conflicted members are as free to participate in the motion as the non-conflicted members.

That is, The Book says that if the conflict become "common to other members", then there is no longer a "personal interest" -- it becomes a "common interest".

***

Analogy:

Think if an election.

Think of two qualified candidates.

Q. Can those two candidates participate in the election, and speak up?

A. Yes.

***

[Guest lookingforanswers]

The conflict is not with another member of the board, but with a parent. Our president wants to direct the resolution process and has proposed various "resolutions" and is now asking for an e-mail vote, in which he plans to participate. Our regularly scheduled meeting is next week and I have proposed that the issue be dicussed and decided then and that he not participate in the deliberance of the issue at all. He is not willing to do this and claims to have the right like every other board member to be included in the vote. This doesn't sound right to me.

It depends.

Strictly speaking, as soon as a second member is involved in the effect of the motion, then all conflicted members are as free to participate in the motion as the non-conflicted members.

That is, The Book says that if the conflict become "common to other members", then there is no longer a "personal interest" -- it becomes a "common interest".

***

Analogy:

Think if an election.

Think of two qualified candidates.

Q. Can those two candidates participate in the election, and speak up?

A. Yes.

***

[Rob Elsman]

The conflict is not with another member of the board, but with a parent. Our president wants to direct the resolution process and has proposed various "resolutions" and is now asking for an e-mail vote, in which he plans to participate. Our regularly scheduled meeting is next week and I have proposed that the issue be dicussed and decided then and that he not participate in the deliberance of the issue at all. He is not willing to do this and claims to have the right like every other board member to be included in the vote. This doesn't sound right to me.

I'm with the president. He has the same rights as any other member of the board. See RONR (10th ed.), p. 432, ll. 10-12. He has the right to debate, and his vote must be recorded as the legal vote of a legal voter.

[David A Foulkes]

Lots of muddiness here, in my own opinion.

1. The "personal or pecuniary interest" is not in fact "in common to other members" as the other party is not a member. That makes it "personal" to the President alone, and thus he should not vote on the issue.

2. Assuming (dangerous as that is) that this resolution will be addressed at a membership meeting, then the President should relinquish the chair if he wishes to engage in debate, which is probably a good idea anyway since it doesn't sound like he'll be able to maintain impartiality if he presides. If at a Board meeting, I'd say it still presents some questions about the appropriateness nonetheless.

3. The fact that he's trying to get a vote on his proposed "resolutions" through email voting is not allowed in RONR, unless your bylaws permit it.

[Josh Martin]

When the president of an organization is one of two parties involved in an issue to be "resolved", is it not true that he/she should not be involved in the resolution process, and that the VP should step in as acting president in his/her absence to conduct the resolution process?

If an issue is discussed in which the President has a personal interest not in common with other members, he should relinquish the chair and he should not vote (although he cannot be compelled to abstain), but beyond that he is free to "be involved in the resolution process."

It depends.

Strictly speaking, as soon as a second member is involved in the effect of the motion, then all conflicted members are as free to participate in the motion as the non-conflicted members.

That is, The Book says that if the conflict become "common to other members", then there is no longer a "personal interest" -- it becomes a "common interest".

This is as nonsensical as the last time you proposed it. Common sense must be exercised in applying the rules pertaining to personal or pecuniary interest not in common with other members. It is illogical to suggest that two members out of an assembly of 100 should vote when the two of them have a personal or pecuniary interest not in common with the other 98 members.

Think if an election.

Think of two qualified candidates.

Q. Can those two candidates participate in the election, and speak up?

A. Yes.

This is a poor analogy. It seems clear from the text of RONR that the reason an election is exempted from the personal or pecuniary interest rule is because other members are generally eligible and has nothing to do with the number of candidates.

The conflict is not with another member of the board, but with a parent. Our president wants to direct the resolution process and has proposed various "resolutions" and is now asking for an e-mail vote, in which he plans to participate. Our regularly scheduled meeting is next week and I have proposed that the issue be dicussed and decided then and that he not participate in the deliberance of the issue at all. He is not willing to do this and claims to have the right like every other board member to be included in the vote. This doesn't sound right to me.

Voting by e-mail is not permitted unless specifically authorized by the Bylaws. The President should neither preside over the issue nor vote on it, but beyond that, he is free to participate in the deliberations on the issue - and ultimately, he is correct that he still has the right to vote. See FAQ #9.

[Gary Novosielski]

I'm with the president. He has the same rights as any other member of the board. See RONR (10th ed.), p. 432, ll. 10-12. He has the right to debate, and his vote must be recorded as the legal vote of a legal voter.

What he doesn't have the right to do is call for "e-mail votes", unless there are rules in your bylaws permitting and regulating them.