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Who, on the board can vote


Guest Heidi Hill

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Our Board has 5 members. By-Laws do not include voting rights , is states to follow Roberts rules when the by-laws and articles of incorporation do not specify items.I need to know if the Chairman who was recently voted in as Acting President also , can vote or do they they just vote to break a tie or to meet the 2/3 needed vote.Would this position get two votes. Would the Chair announce that they are voting as Chair and not Pres.? I need to know official Roberts Rule on this as I am the Chair/ Acting President and I don't know if I can vote.

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 Would the Chair announce that they are voting as Chair and not Pres.?

 

Are you saying that the same person is both the President of the organization and the Chairman of the board? If so, she wears one hat in one meeting and the other hat in the other meeting. She does not hold a "combined" office.

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Our Board has 5 members. By-Laws do not include voting rights , is states to follow Roberts rules when the by-laws and articles of incorporation do not specify items.I need to know if the Chairman who was recently voted in as Acting President also , can vote or do they they just vote to break a tie or to meet the 2/3 needed vote.Would this position get two votes. Would the Chair announce that they are voting as Chair and not Pres.? I need to know official Roberts Rule on this as I am the Chair/ Acting President and I don't know if I can vote.

 

Are you saying that the same person is both the President of the organization and the Chairman of the board? If so, she wears one hat in one meeting and the other hat in the other meeting. She does not hold a "combined" office.

This is a very small uneducated non-profit. They are just learning and I came aboard in May and have to restructure.I was made Chairman of the board.Thay don't even know they are a Corporation , so no exec.- board. Just a Board of Directors.They then asked me to be the president( of the board is my understand) while the existing took a medical leave. I accepted . So  now I am chairman and President of the Board of Directors.  Knowing this what voting rights do I have . Do I wear a different hat as you mentioned  ?

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As far as your (possible) rights and powers go, you will have to look in the bylaws of your association and, possibly, in the corporate charter to find out.

 

RONR's general rule is that the membership, acting in meetings, has all the power and whatever is delegated to the president or the board (or ExecComm or whatever sub-groups exist) has to be documented in the bylaws, or in motions explicitly adopted by the membership in one of those meetings.

 

The corporate law where you are incorporated may say or see things differently, but that is beyond the scope of this forum.

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So  now I am chairman and President of the Board of Directors. 

 

The presiding officer of a board is often called the Chair (as in the common phrase, "chairman of the board") though it's not unheard of (just, in my opinion, confusing) for the presiding officer of a board to be called the President. More common, I think, is for the term "president" to be used as the title of the presiding officer of the association (or organization).

 

I can't see what sense it makes to refer to the same person as both the President of the Board and the Chair of the Board (though it wouldn't be the first time bylaws didn't make sense).

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