Interpretation of Chairman's right to make motions

[Guest Jerry Voigt]

I interpret that a chair (or president depending on parlance) has every right that another director has, including the right to make or second a motion, on a "small" board.  What is not clear is whether there is a hard and fast rule on what a small or large board is for properly handling this requirement.  Our not-for-profit board numbers 20 people.  We regularly have about 14-15 participating in our meetings.   I would interpret our board to be small enough that the chair would have the right to propose a motion without relinquishing control of the meeting to the vice chair.  On the other hand, when the chair presides over a meeting of our membership 9much larger body), I believe he/she must maintain impartiality.  Is this a correct interpretation? 

[Guest Ken Kriehn]

Generally becoause he would be the tie breaking vote he would have to has his authority temporary to second in command or vice chair or president to make a motiion

[jstackpo]

Generally becoause he would be the tie breaking vote he would have to has his authority temporary to second in command or vice chair or president to make a motiion

 

Not quite....  if it is a "small board"  (whether 14 attending is "small" enough is for Jerry V's group to decide) the chair doe not have to vacate the chair to make motions or participate. 

[Josh Martin]

I interpret that a chair (or president depending on parlance) has every right that another director has, including the right to make or second a motion, on a "small" board. 

 

The chair, if a member of the board, has every right that another member has regardless of the size of the board. It is just that, because of the duties of his office, he refrains from exercising those rights in a larger board. Also, seconds are not required in small boards.

 

What is not clear is whether there is a hard and fast rule on what a small or large board is for properly handling this requirement.  Our not-for-profit board numbers 20 people.  We regularly have about 14-15 participating in our meetings.   I would interpret our board to be small enough that the chair would have the right to propose a motion without relinquishing control of the meeting to the vice chair.

 

No, there is not a hard and fast rule on what constitutes a small board. RONR provides that a small board is one in which there are not more than about a dozen members present. If there are regularly 14-15 members present, I think it could go either way. The board should decide this issue if there is disagreement on this point.

 

On the other hand, when the chair presides over a meeting of our membership 9much larger body), I believe he/she must maintain impartiality.  Is this a correct interpretation? 

 

Yes, the chair should certainly maintain the appearance of impartiality in a meeting of the membership. As noted above, however, the chair ultimately has all the same rights as any other member, he simply refrains from exercising them.

[Guest Shannon]

For purposes of this discussion, is a Board like the Executive Board or can this be a general open membership meeting?  For example, if the total membership of an organization is 30 and there are 10 people present at the meeting and a quorom has been met, does the President still retain the right to make motions or second motions on the floor?

[Gary c Tesser]

For purposes of this discussion, is a Board like the Executive Board or can this be a general open membership meeting?  For example, if the total membership of an organization is 30 and there are 10 people present at the meeting and a quorom has been met, does the President still retain the right to make motions or second motions on the floor?

 

I'm pretty sure that's quite reasonable, as well as using the other relaxed rules for small boards.  But I don't remember where I read its being authorized. Off the top of my head, I'll bet it can be done by suspending the rules, but that might not be necessary.  Wait a little, till someone more awake wakes up.

[Dan Honemann]

For purposes of this discussion, is a Board like the Executive Board or can this be a general open membership meeting?  For example, if the total membership of an organization is 30 and there are 10 people present at the meeting and a quorom has been met, does the President still retain the right to make motions or second motions on the floor?

 

 

I'm pretty sure that's quite reasonable, as well as using the other relaxed rules for small boards.  But I don't remember where I read its being authorized. Off the top of my head, I'll bet it can be done by suspending the rules, but that might not be necessary.  Wait a little, till someone more awake wakes up.

 

As noted on page 16 of RONR, 11th ed., "A society with a small assembly—such as one having a dozen or fewer members—may wish to adopt a rule that its meetings will be governed by some or all of the somewhat less formal procedures applicable to small boards (see pp. 487–88)."