Guest Jan Cousins Posted August 5, 2012 at 09:39 PM Report Share Posted August 5, 2012 at 09:39 PM Our non-profit board had a attorney come give us a seminar on "good practices" for a non-profitboard. One of the many things that he told us is that our CEO should not have a vote on the boarddue to the conflict of interest. Currently he does vote and I am wondering if he can be a member ofthe board and not have voting rights. Currently our bylaws simply state that the CEO serves as anex-officio member of all committees. I am also wondering that if we as a board deciede to vote on makingthis change if he should be allowed to vote on the change or MUST he recuse himself. Thanks for thehelp. Link to comment Share on other sites More sharing options...
Guest Edgar Posted August 5, 2012 at 09:45 PM Report Share Posted August 5, 2012 at 09:45 PM Currently our bylaws simply state that the CEO serves as an ex-officio member of all committees.So they say nothing about the CEO being on the board?In any case, you should avoid having "non-voting members". The board is certainly free to invite the CEO to its meetings as it wishes. If you don't want him to vote, don't make him a member. Link to comment Share on other sites More sharing options...
Tim Wynn Posted August 5, 2012 at 10:13 PM Report Share Posted August 5, 2012 at 10:13 PM Our non-profit board had a attorney come give us a seminar on "good practices" for a non-profitboard. One of the many things that he told us is that our CEO should not have a vote on the boarddue to the conflict of interest.That advice is not based on any provision of RONR. Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 6, 2012 at 12:11 AM Report Share Posted August 6, 2012 at 12:11 AM Currently he does vote and I am wondering if he can be a member ofthe board and not have voting rights.Sure, if the bylaws clearly define that restriction on his member rights. The question still remains, IS the CEO a member of the Board or not? The answer to that question will be most likely found in your bylaws.I am also wondering that if we as a board deciede to vote on makingthis change if he should be allowed to vote on the change or MUST he recuse himself.If he IS a member of the board, then he retains the right to vote. It's likely that he should abstain from the vote, but he cannot be compelled to do so under the rules in RONR. But we still don't know..... IS he a member of the board? Link to comment Share on other sites More sharing options...
Guest Jan Cousins Posted August 6, 2012 at 12:34 AM Report Share Posted August 6, 2012 at 12:34 AM He is currantly a member of the board. Our bylaws have a section on the the CEO and there role in the company.It however does not mention anything about being on the board. We are going to be looking at our bylaws andmaking any needed changes so now is the time for us to make this decision. Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 6, 2012 at 12:41 AM Report Share Posted August 6, 2012 at 12:41 AM He is currantly a member of the board. Our bylaws have a section on the the CEO and there role in the company.Ithowever does not mention anything about being on the board. Then I don't think he is currently a member of the board. But they're your bylaws, so it will be up to the membership to determine what they actually say.Additionally, if the bylaws do not authorize the board to make changes to the bylaws, then that authority rests with the general membership, not the board. Link to comment Share on other sites More sharing options...
Guest Edgar Posted August 6, 2012 at 12:57 AM Report Share Posted August 6, 2012 at 12:57 AM Then I don't think he is currently a member of the board.Well, I suppose he could have been elected to the board independent of the fact that he's the CEO (perhaps even before he became the CEO). In any event, if the organization wants to deny the CEO the right to vote as a board member even if he's elected to the board, it can amend the bylaws to accomplish this. Or it can simply prohibit the CEO from serving on the board (which I believe is preferable as it avoids having a "non-voting member"). Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 6, 2012 at 01:45 AM Report Share Posted August 6, 2012 at 01:45 AM One of the many things that he told us is that our CEO should not have a vote on the boarddue to the conflict of interest.RONR does not address "conflict of interest" (although there is a listing for it in the index). What it does say is that when a member has a personal or pecuniary interest not in common with other members regarding a particular motion on the floor, he should abstain, although he cannot be compelled to. So, it will be up to your organization (perhaps with the attorney's input, perhaps not) to determine if there is a conflict of interest regarding the CEO, and if so, how to best handle it.Well, I suppose he could have been elected to the board independent of the fact that he's the CEOYes, there is that, I suppose. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 7, 2012 at 04:09 AM Report Share Posted August 7, 2012 at 04:09 AM He is currantly a member of the board. Our bylaws have a section on the the CEO and there role in the company.Ithowever does not mention anything about being on the board. Then on what basis do you say he is a member? Link to comment Share on other sites More sharing options...
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