costag Posted January 17, 2013 at 01:06 PM Report Share Posted January 17, 2013 at 01:06 PM Can a CEO who serves on board vote on motion to go into closed session about her performance? Link to comment Share on other sites More sharing options...
jstackpo Posted January 17, 2013 at 01:24 PM Report Share Posted January 17, 2013 at 01:24 PM The CEO is a member, per the bylaws? Then, sure, just like all the other members.As you might be realizing, having a CEO (a paid employee - ?) on the Board that hired/can fire her, is not a good idea.Amend the bylaws -- you can always tell the CEO to show up at Board meetings (or get out, as appropriate), as part of the terms of her employment. Link to comment Share on other sites More sharing options...
Rev Ed Posted January 17, 2013 at 05:07 PM Report Share Posted January 17, 2013 at 05:07 PM I have to agree - the CEO, if a member of the organization, has the right to vote on the issue. However, the By-laws should amended to take away the CEO's right to be at a meeting. The CEO can then be instructed, per the employment contract, to attend Board meetings - either everyone or at least any meeting where his/her attendance is required. Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 17, 2013 at 05:24 PM Report Share Posted January 17, 2013 at 05:24 PM I have to agree - the CEO, if a member of the organization, has the right to vote on the issue. However, the By-laws should amended to take away the CEO's right to be at a meeting. The CEO can then be instructed, per the employment contract, to attend Board meetings - either everyone or at least any meeting where his/her attendance is required.There is, of course, nothing in RONR which says this. Link to comment Share on other sites More sharing options...
Guest costag Posted January 17, 2013 at 07:40 PM Report Share Posted January 17, 2013 at 07:40 PM Thanks. I found your responses to be helpful. Link to comment Share on other sites More sharing options...
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