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Conflict of interest question


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What if there are specific requirements for a committee in the by-laws? For example, if a committee is to be comprised of past presidents, can the chairman of the committee tell a past president that they cannot serve on the committee because they perceive it to be a conflict of interest? I thought no one can be denied inclusion based on a conflict of interest, actual or perceived, because they aren't denied a vote based on any conflict of interest, actual or perceived.

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For example, if a committee is to be comprised of past presidents, can the chairman of the committee tell a past president that they cannot serve on the committee because they perceive it to be a conflict of interest?

That depends on who the bylaws authorizes to populate the committee. If the bylaws say that the Committee Chair decides which Past Presidents serve on the Committee (and the bylaws don't say anything on the subject) then he can decide not to appoint that particular Past President. If it is some other body or person who makes those decisions then it would be up to them to decide.

I thought no one can be denied inclusion based on a conflict of interest, actual or perceived, because they aren't denied a vote based on any conflict of interest, actual or perceived.

RONR doesn't say anything of the sort.

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The bylaws do not say that the Chairman decides. They just say "past presidents". It also doesn't say a certain number of past presidents. Traditionally, all Past Presidents whom can be contacted (in other words, the group has some contact info for them) have been invited in order to get a good cross-section of people and opinions in case there is an issue which arises.

quote]RONR doesn't say anything of the sort.

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RONR doesn't say anything of the sort.

RONR does indeed address this. p. 394.

No it doesn't. Page 394 says that members cannot be compelled to abstain if a "conflict" exists but doesn't extend it any further. Can you give us an exact quote from RONR (or line numbers) that supports your belief that "no one can be denied inclusion based on a conflict of interest, actual or perceived, because they aren't denied a vote based on any conflict of interest, actual or perceived"?

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How can someone vote if they aren't included? They must be included in order to vote. They kind of go hand in hand.

You are comparing apples and oranges. There seems to be two separate issues here. First is if a member has a right to vote even if there is a conflict or the perception of one. The next issue is if a person can be barred for serving on a committee because there is a conflict or the perception of one.

Only members have a right to vote whether there is a conflict or not. If someone is a member on a committee they have a right to vote whether there is a conflict or not. If the person is not a member of the committee they don't have a right to vote whether there is a conflict or not.

There is nothing in RONR that says that someone must be excluded from serving on a committee if there is a conflict or the perception of one. There also is nothing in RONR that says that a person must not be barred from serving on a committee if there is a conflict or the perception of one. RONR wisely leaves the decision of who serves on a committee to the appointing body (or in your case the bylaws say who can serve on the committee). If the appointing body wants to appoint someone to a committee when they have a glaring conflict that is evident to everyone and their brother there is nothing in RONR that will stop them. If the appointing body chooses not to appoint a member who has a conflict nothing in RONR will stand in the way of them making this decision. If the appointing body doesn't want to appoint someone to a committee even if there is absolutely no conflict RONR is perfectly fine with that.

Since your bylaws create a customized rule for who can serve on this specific committee (only Past Presidents) it will be up to you all collectively to decide whether individual Past Presidents can be prevented from serving on the committee for whatever reason. It doesn't sound like they set a limit of the number of Past Presidents who can serve on the Committee at one time (in which case it might be reasonable to interpret that to mean that any and all Past Presidents would have a seat on the Committee if they want it). It also sounds like they don't say who chooses which Past Presidents are to serve on the Committee (in which case the Committee Chair would be acting too big for his britches in telling any Past President that they can't serve on the Committee for any reason). You all need to look to the bylaws and figure out all those details. See RONR pp. 570-573 for some principles to help with that.

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