Guest Ann H. Posted October 22, 2017 at 09:59 PM Report Share Posted October 22, 2017 at 09:59 PM Hello: I just picked up a copy of RONR and am pouring through certain sections. I'm the president of a board for a small non-profit organization. We are going into a closed session to vote on an action. There have been very tense discussions around this vote, which has necessitated the need to incorporate it into a closed session. There are two board members that stand to personally benefit from this vote. In looking at RONR (11th ed) pg 407, I'm reading that no member can be compelled to refrain from voting. Can I get clarification on this? Can we as a board require someone to recuse themselves from a vote or abstain from voting due to the potential for a conflict of interest, if they stand to potentially benefit personally from the vote? I appreciate your help. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 22, 2017 at 10:28 PM Report Share Posted October 22, 2017 at 10:28 PM 19 minutes ago, Guest Ann H. said: Hello: I just picked up a copy of RONR and am [poring] through certain sections. I'm the president of a board for a small non-profit organization. We are going into a closed session to vote on an action. There have been very tense discussions around this vote, which has necessitated the need to incorporate it into a closed session. There are two board members that stand to personally benefit from this vote. In looking at RONR (11th ed) pg 407, I'm reading that no member can be compelled to refrain from voting. Can I get clarification on this? Can we as a board require someone to recuse themselves from a vote or abstain from voting due to the potential for a conflict of interest, if they stand to potentially benefit personally from the vote? I appreciate your help. Note that RONR says that members should not vote on a matter in which they have a personal or pecuniary interest not in common with others. Apparently these two board members have an interest that is in common (with each other). So the rule in RONR cannot be applied. And even if it could, it is a "should" rule not a "must" rule. As you noted, the definite rule is that no member can be compelled to refrain from voting. To clarify the rule that no member can be compelled to refrain from voting: It means that no member can be compelled to refrain from voting; Period. So, in order to have such a rule, it would have to be in your bylaws. Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted October 22, 2017 at 11:37 PM Report Share Posted October 22, 2017 at 11:37 PM Also see FAQ #9. In addition to your copy of RONR, the In Brief book may be of use. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted October 23, 2017 at 03:22 AM Report Share Posted October 23, 2017 at 03:22 AM 4 hours ago, Gary Novosielski said: Note that RONR says that members should not vote on a matter in which they have a personal or pecuniary interest not in common with others. Apparently these two board members have an interest that is in common (with each other). I think this is putting too fine a point on it. What if two members out of 100 stand to gain $1 million each on a "yes" vote? The "refrain" rule (advice?) goes right out the window because there is at least one other member in the same boat? Anyway, this is an aside because I agree that Ms. Ann H.'s board cannot strip the right to vote from any member except by due disciplinary process. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 23, 2017 at 04:10 AM Report Share Posted October 23, 2017 at 04:10 AM I agree that the members cannot be compelled to refrain from voting. But, the organization does have some other options, such as a motion of censure or even disciplinary proceedings and ultimately expulsion from membership if the membership believes the members did not act in the best interests of the organization. I'm not necessarily recommending that action, just pointing out that the officers and other members perhaps do have a bit of "leverage" for convincing these two members to abstain. Quote Link to comment Share on other sites More sharing options...
Guest Ann H. Posted October 23, 2017 at 05:36 AM Report Share Posted October 23, 2017 at 05:36 AM This is very helpful - I wanted to make sure I was reading this correctly. One member benefits from a yes vote - the other benefits from a no vote. I'll speak to each of them and ask them to consider abstaining - but it's helpful perspective to understand that they can't be compelled to abstain. I had not considered the other options open to the Board, mentioned above. Also very helpful. Thank you all for commenting. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 23, 2017 at 11:47 PM Report Share Posted October 23, 2017 at 11:47 PM Well, if the two members benefit from opposite outcomes, you realize that if they both vote in their own interests, the votes will simply cancel out and the effect will be the same as if they both abstained. I wouldn't spend a lot of time worrying about it Quote Link to comment Share on other sites More sharing options...
SaintCad Posted October 24, 2017 at 08:52 PM Report Share Posted October 24, 2017 at 08:52 PM 21 hours ago, Gary Novosielski said: Well, if the two members benefit from opposite outcomes, you realize that if they both vote in their own interests, the votes will simply cancel out and the effect will be the same as if they both abstained. I wouldn't spend a lot of time worrying about it Not if the motion requires a 2/3 vote. Both abstain: 20 yes, 10 no = motion adopted. Both vote: 21 Yes, 11 no = motion fails. Or what about if a majority of the membership is required where abstaining is effectively a no vote? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 25, 2017 at 12:07 AM Report Share Posted October 25, 2017 at 12:07 AM 3 hours ago, SaintCad said: Not if the motion requires a 2/3 vote. Both abstain: 20 yes, 10 no = motion adopted. Both vote: 21 Yes, 11 no = motion fails. Or what about if a majority of the membership is required where abstaining is effectively a no vote? Valid points, but there is nothing to indicate that the vote being discussed has anything other than a normal majority vote requirement. But, in the example you used, it would make a difference. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 28, 2017 at 03:45 AM Report Share Posted October 28, 2017 at 03:45 AM On 10/24/2017 at 4:52 PM, SaintCad said: Not if the motion requires a 2/3 vote. Both abstain: 20 yes, 10 no = motion adopted. Both vote: 21 Yes, 11 no = motion fails. Or what about if a majority of the membership is required where abstaining is effectively a no vote? Yes, I was speaking of the usual case of a majority vote. Quote Link to comment Share on other sites More sharing options...
Guest Gumby Guest Posted June 18, 2018 at 09:17 PM Report Share Posted June 18, 2018 at 09:17 PM Realizing this is an old post I am truly surprised that no one has mentioned that 10 is NOT 2/3 of 20. On 10/24/2017 at 4:52 PM, SaintCad said: Not if the motion requires a 2/3 vote. Both abstain: 20 yes, 10 no = motion adopted. Both vote: 21 Yes, 11 no = motion fails. Or what about if a majority of the membership is required where abstaining is effectively a no vote? Therefore that motion would NOT pass. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 18, 2018 at 09:37 PM Report Share Posted June 18, 2018 at 09:37 PM 15 minutes ago, Guest Gumby Guest said: Realizing this is an old post I am truly surprised that no one has mentioned that 10 is NOT 2/3 of 20. Therefore that motion would NOT pass. I think you need to re-read the hypothetical. There are 30 votes. 20 members vote yes and 10 vote no. The two members with a possible conflict both abstain. 20 is two thirds of 30. And it is also twice as many yes votes as no notes. It is clearly a two thirds vote. Here it is again: On 10/24/2017 at 3:52 PM, SaintCad said: Not if the motion requires a 2/3 vote. Both abstain: 20 yes, 10 no = motion adopted. Both vote: 21 Yes, 11 no = motion fails. Or what about if a majority of the membership is required where abstaining is effectively a no vote? In the second example, if one of the conflicted members votes and the other one votes no, the motion fails because a vote of 21 to 11 is not a two thirds vote. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 19, 2018 at 04:09 AM Report Share Posted June 19, 2018 at 04:09 AM 6 hours ago, Guest Gumby Guest said: Realizing this is an old post I am truly surprised that no one has mentioned that 10 is NOT 2/3 of 20. Therefore that motion would NOT pass. Check your math. The reason nobody mentioned it is that it is not so. The motion certainly did pass, because 20-10 is a perfectly valid 2/3 vote. Quote Link to comment Share on other sites More sharing options...
Guest Gumby Guest Posted June 19, 2018 at 08:09 AM Report Share Posted June 19, 2018 at 08:09 AM So I'm no math wizard eh? Delete the post. ------------------------------------------------------- I typed this up immediately after posting but apparently failed to submit it. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted June 19, 2018 at 01:21 PM Report Share Posted June 19, 2018 at 01:21 PM 5 hours ago, Guest Gumby Guest said: So I'm no math wizard eh? Delete the post. Please consider joining our humble forum. As a member, you can edit your own posts. (But you shouldn't delete them, or make edits that entirely change them, because that makes the thread nonsensical. But you can add a note like this one to the bottom of a post, once you join.) Quote Link to comment Share on other sites More sharing options...
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