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Chairman of the Board


Guest Mary Lee

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I am serving the third year of my three-year term on the Board of Directors of an organization. I served as President in my second year and per our Bylaws, as immediate Past President, I am now also serving as Chairman of the Board.

The Board of Directors is fifteen (15) individuals in size. Do I maintain my third year Board of Director rights to be able to debate and vote on matters, or am I limited as Chairman of the Board?

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Do I maintain my third year Board of Director rights to be able to debate and vote on matters, or am I limited as Chairman of the Board?

Under RONR, the limitation on the rights of debate and voting are applied to the presiding officer (except in the case of small board meetings). As Chairman of the Board, do you preside at meetings?

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Slightly disagreeing with Dr Stackpole, you retain all membership rights as a member except what a rule says different.

The only quibble I see has nothing to do with the third-year-membership. It is your being the presiding officer of a group of fifteen. The position of Robert's Rules is that a small group, of about a dozen or fewer, functions best with less formal rules -- that includes the presiding officer participating freely with the other members. The chair's obligation to appear impartial, by not debating and not voting with the other members, kicks in at about the dozen mark. So it is up to your board to decide if it will work better with the regular rules or the "small board" rules.

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Slightly disagreeing with Dr Stackpole, you retain all membership rights as a member except what a rule says different.

The only quibble I see has nothing to do with the third-year-membership. It is your being the presiding officer of a group of fifteen. The position of Robert's Rules is that a small group, of about a dozen or fewer, functions best with less formal rules -- that includes the presiding officer participating freely with the other members. The chair's obligation to appear impartial, by not debating and not voting with the other members, kicks in at about the dozen mark. So it is up to your board to decide if it will work better with the regular rules or the "small board" rules.

I'm hopeful Guest_Mary_Lee returns one day to let us know what her duties are. She says she served as President in her second year, and now (in her third year), as Immediate Past President, she serves as Chairman of the Board. It almost (not quite perhaps, but almost) sounds like her position as Chairman of the Board is ex officio due to her position as IPP. And I'd suspect that it's the President (moving up into his/her second year) that will preside.

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It almost (not quite perhaps, but almost) sounds like her position as Chairman of the Board is ex officio due to her position as IPP. And I'd suspect that it's the President (moving up into his/her second year) that will preside.

Alternatively, the President presides at meetings of the general membership and the Chairman of the Board (the IPP) presides at meetings of the board. In any case, I think fifteen is close enough to "not more than about a dozen members present" (especially if a few are absent) for the small-board rules to apply.

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