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Guest wayne amoruso

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Guest wayne amoruso

Our board of directors has 6 members and the chairman. My question is as follows: If the chairman is absent our by-laws state that the attending board members are to select a chairman for the day amongst themselves. Does the temporary chairman lose his vote in matters before the board requiring a vote? I realize that if it is a lopsided vote there would be no reason for him to vote but if it was lets say a 3-2 vote and he wanted to go with the minority can he in affect "tie" the vote up? There is no direction in this issue in our bylaws except when the real chairman is present he only votes to break a tie. If he cannot vote and the board is split on an issue then no-one wants to take the position of chairman and lose his vote.

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Our board of directors has 6 members and the chairman. My question is as follows: If the chairman is absent our by-laws state that the attending board members are to select a chairman for the day amongst themselves. Does the temporary chairman lose his vote in matters before the board requiring a vote? I realize that if it is a lopsided vote there would be no reason for him to vote but if it was lets say a 3-2 vote and he wanted to go with the minority can he in affect "tie" the vote up? There is no direction in this issue in our bylaws except when the real chairman is present he only votes to break a tie. If he cannot vote and the board is split on an issue then no-one wants to take the position of chairman and lose his vote.

See FAQ #1.

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"...our by-laws state that the attending board members are to select a chairman for the day amongst themselves. ... [Our bylaws say] if the real chairman is present he only votes to break a tie."

 

First of all, your organization must interpret its own bylaws for your selves.  Having noted that caveat, Note that your bylaws contain several provisions that would be good subjects for amendment.  In the first case, conditions could arise where it would be advisable to have a neutral chairman - a non-voting person from outside your board -  preside.  Assuming you have paraphrased your bylaws accurately, that is prohibited.  Secondly, only allowing the chairman to vote in the case of a tie for such a small body seriously dilutes his power.  As noted above, you should consider allowing adoption of the rules for small boards and remove the provision regarding the chairman's voting power completely.  It was probably well-intended but, as you discover, very counterproductive.

 

-Bob

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First of all, your organization must interpret its own bylaws for your selves.  Having noted that caveat, Note that your bylaws contain several provisions that would be good subjects for amendment.  In the first case, conditions could arise where it would be advisable to have a neutral chairman - a non-voting person from outside your board -  preside.  Assuming you have paraphrased your bylaws accurately, that is prohibited.  Secondly, only allowing the chairman to vote in the case of a tie for such a small body seriously dilutes his power.  As noted above, you should consider allowing adoption of the rules for small boards and remove the provision regarding the chairman's voting power completely.  It was probably well-intended but, as you discover, very counterproductive.

 

-Bob

Very well said, Bob. 

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Does the temporary chairman lose his vote in matters before the board requiring a vote?

 

Nope.  If the group follows the relaxed rules of RONR, then the Chairman (the normal Chairman, or a temporary one) retains full membership rights (as long as the person is a member of the group.)  In a larger situation, the Chairman retains the right to vote but only would do so in limited situations in order to create the appearance of impartiality.

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Nope. If the group follows the relaxed rules of RONR, then the Chairman (the normal Chairman, or a temporary one) retains full membership rights (as long as the person is a member of the group.) In a larger situation, the Chairman retains the right to vote but only would do so in limited situations in order to create the appearance of impartiality.

Yes, and the situation the OP describes (the pending motion requires a majority, the affirmative side is winning by one vote, and the chair wishes to vote in the negative to create a tie) is one of thosse limited situations.

Unfortunately, however, it appears that the organization's bylaws specifically provide that the chairman cannot vote except in the case of a tie. As Mr. Fish suggests, this probably isn't a very good idea, but the board is nonetheless required to follow the rule until it can get rid of it. Whether the rule applies only to the regular presiding officer or also applies to temporary presiding officers will be a matter of interpretation for the board to resolve.

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