Guest BOD3 Posted March 10, 2012 at 02:48 PM Report Share Posted March 10, 2012 at 02:48 PM In a small board of 3- can the Chair who is also the CEO - make a motion to increase his own salary as CEO and then ask for a vote and if the vote is 2 against 1 does it really mean that the motion is carried? The minority board member that votes against this feels this cannot be done because there is a conflict of interest. Is this really a conflict of interest or is the minority board member misinformed? Or should this be handled another way? Link to comment Share on other sites More sharing options...
Trina Posted March 10, 2012 at 02:53 PM Report Share Posted March 10, 2012 at 02:53 PM In a small board of 3- can the Chair who is also the CEO - make a motion to increase his own salary as CEO and then ask for a vote and if the vote is 2 against 1 does it really mean that the motion is carried? The minority board member that votes against this feels this cannot be done because there is a conflict of interest. Is this really a conflict of interest or is the minority board member misinformed? Or should this be handled another way?RONR says that a member should not vote on an issue where the member has a personal or pecuniary interest not in common with other members (RONR 11th ed. p. 407 ll. 21-31). Voting to increase your own salary sounds like it fits that description pretty well. The person whose salary was being voted on should abstain, which would have left a vote of 1-1 (tie vote defeats the motion). On the other hand, even though the member with the unique personal or pecuniary interest should not vote, he cannot be compelled not to vote. Link to comment Share on other sites More sharing options...
jstackpo Posted March 10, 2012 at 02:56 PM Report Share Posted March 10, 2012 at 02:56 PM And "conflict of interest" is not actually defined in RONR - what Trina cited is as close as it comes. RONR leaves such specializes definitions up to the individual associations.Do your bylaws, Mr. BOD3, define the term? And say how to deal with it? Link to comment Share on other sites More sharing options...
Guest BOD3 Posted March 10, 2012 at 03:00 PM Report Share Posted March 10, 2012 at 03:00 PM RONR says that a member should not vote on an issue where the member has a personal or pecuniary interest not in common with other members (RONR 11th ed. p. 407 ll. 21-31). Voting to increase your own salary sounds like it fits that description pretty well. The person whose salary was being voted on should abstain, which would have left a vote of 1-1 (tie vote defeats the motion). On the other hand, even though the member with the unique personal or pecuniary interest should not vote, he cannot be compelled not to vote.Well this is the part confusing us. The words "compelled to to vote" since such a small board the Chair (even though the CEO) maintains he feels compelled to vote for the good of the company. The second board member also agrees and will vote 2 against 1 to move the motion. Is this what is meant by compelled? Link to comment Share on other sites More sharing options...
jstackpo Posted March 10, 2012 at 03:12 PM Report Share Posted March 10, 2012 at 03:12 PM The quote (read carefully) is "compelled to refrain from voting".That is, RONR does not prevent even a "conflicted" person from voting. Voting is a right of membership.The only way to compel someone NOT to vote is put a (presumably detailed) C-of-I rule in the bylaws.RONR doesn't address the reason(s) that your CEO thinks he "must" vote -- any such "compulsion" is entirely his business. Link to comment Share on other sites More sharing options...
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