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Board President Voting Rights


Guest Matt Fischer

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Our association has a Board of Directors elected by the association members at our annual meeting. The Officers are elected by the Board at their first organization meeting of the new Board. If a vacancy occurs on the Board, the position is filled by vote of the majority of the remaining Board members. I understand the President has full voting rights at our association meeting. However, I am not clear on his voting rights as President of the Board. I believe he has the right to vote on motions to break a tie or when his vote would cause a motion to fail. Example: an affirmative vote of 4 to 3 on a motion, he could vote in the negative causing that motion to fail. My main question is whether he can vote to fill the vacant Board position since that is not a motion. If Candidate A receives 4 votes and Candidate B receives 3 votes, can he vote for Candidate B creating a tie situation? This would create a situation that, most possibly, would not be resolved. It has been the accepted practice of the Board over the past 20 years for the President not to vote in "vacancy elections" and not to vote on motions except to break a tie.

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Our association has a Board of Directors elected by the association members at our annual meeting. The Officers are elected by the Board at their first organization meeting of the new Board. If a vacancy occurs on the Board, the position is filled by vote of the majority of the remaining Board members. I understand the President has full voting rights at our association meeting. However, I am not clear on his voting rights as President of the Board. I believe he has the right to vote on motions to break a tie or when his vote would cause a motion to fail. Example: an affirmative vote of 4 to 3 on a motion, he could vote in the negative causing that motion to fail. My main question is whether he can vote to fill the vacant Board position since that is not a motion. If Candidate A receives 4 votes and Candidate B receives 3 votes, can he vote for Candidate B creating a tie situation? This would create a situation that, most possibly, would not be resolved. It has been the accepted practice of the Board over the past 20 years for the President not to vote in "vacancy elections" and not to vote on motions except to break a tie.

On a small board the president would have all the rights of any other member of the board, and can vote the same as anyone else. In fact, it is in the full membership where the president would usually not exercise his rights of membership except in certain circumstances, because of the larger size of the group.

Unless your bylaws specifically say so, there is no "tie breaker" rule. The rule is that the president votes whenever his single vote would make a difference, to create or break a tie, to achieve or deny a 2/3 vote, or any other threshold. The "accepted practice" unless supported by a written rule in the bylaws, would not survive a point of order.

The faq that Mr. Harrison linked to explains it in more detail.

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