Contractor Posted March 8, 2018 at 05:33 PM Report Share Posted March 8, 2018 at 05:33 PM MY COMPANY HAS BY-LAWS FROM 1984. THE BY-LAWS STATE THE PRESIDENT AND CEO IS MEMBER EX-OFFICIO OF ALL COMMITTEES. THERE ARE NO RESTRICTIONS MENTIONED IN THE BY-LAWS REGARDING EX-OFFICIO AND NO OTHER MENTION OF EX-OFFICIO. THE BY-LAWS HAVE NEVER BEEN AMENDED AS WELL. THE QUESTION IS, IF A QUORUM HAS BEEN MET AND IS PRESENT DOES THE PRESIDENT HAVE A VOTE WITH THE OTHER DIRECTORS? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 8, 2018 at 06:48 PM Report Share Posted March 8, 2018 at 06:48 PM Contractor, what kind of a meeting are you talking about? A meeting of the general membership? A board meeting? The executive committee? A standing or special committee? Also, is he serving as chair of whichever body is meeting? He probably does have the right to vote, but we need more information in order to properly answer your question Quote Link to comment Share on other sites More sharing options...
Contractor Posted March 8, 2018 at 07:01 PM Author Report Share Posted March 8, 2018 at 07:01 PM The meeting would be a board meeting. Yes, the CEO is also an appointed director by the shareholders. The meeting would have both appointed directors who are also the President and Vice President. So as an appointed Director and also an ex-officio President that is required to attend in the by-laws does the President have a vote? The quorum is met by the two appointed directors. We are small with no special committees. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 8, 2018 at 07:36 PM Report Share Posted March 8, 2018 at 07:36 PM (edited) Maybe I'm missing something, but I still don't understand your board structure. However, if the president is a member of the board then he almost certainly has a vote at board meetings regardless of how he got there. But, if it is a large board of more than about a dozen members present at a meeting, and if he is presiding, he should vote only when his vote will affect the outcome. He has the right to vote, but should refrain from voting in most cases. However, in a board of no more than about a dozen members, the presiding officer votes and participates just like all the other members. I fail to see how your original statement about the president being an ex officio member of all committees has anything to do with this if you are referring to his role in a board meeting. A board of directors isn't really a committee. If you are referring to a committee and if he is an ex officio member of the committee, he has the same rights, including the right to vote, as all of the other committee members. Stay tuned. Perhaps someone else understands your question better than I do. Or perhaps you can try again to clear it up for us. Edited March 8, 2018 at 07:37 PM by Richard Brown Quote Link to comment Share on other sites More sharing options...
Contractor Posted March 8, 2018 at 08:57 PM Author Report Share Posted March 8, 2018 at 08:57 PM I will try and simplify. Our Bylaws are very short and loose. Basically the bylaws mention meetings as Special Meetings that may be called at any time by the President. Shareholders and Directors must provide written request to the President to call a meeting. At any case maybe the below will make my question more clear. Shareholder 1 attends meeting and has One Vote- He is also the Vice President, but not ex-officio Shareholder 2 attends meeting and has One Vote--He is also the President ex-officio and gets one vote?--So the better question is this person voting twice and counts for two votes? Thanks for the help Quote Link to comment Share on other sites More sharing options...
Contractor Posted March 8, 2018 at 09:00 PM Author Report Share Posted March 8, 2018 at 09:00 PM Further we do not have any commitees, so is a SPECIAL MEETING somewhere the President can vote? Quote Link to comment Share on other sites More sharing options...
Contractor Posted March 8, 2018 at 09:06 PM Author Report Share Posted March 8, 2018 at 09:06 PM One last thing, the bylaws also state "At any meeting at which a majority of the directors are present, any business may be transacted if approved by a majority of all directors. It does not specify Committee meetings it just says any meeting. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted March 8, 2018 at 11:30 PM Report Share Posted March 8, 2018 at 11:30 PM 2 hours ago, Contractor said: I will try and simplify. Our Bylaws are very short and loose. Basically the bylaws mention meetings as Special Meetings that may be called at any time by the President. Shareholders and Directors must provide written request to the President to call a meeting. At any case maybe the below will make my question more clear. Shareholder 1 attends meeting and has One Vote- He is also the Vice President, but not ex-officio Shareholder 2 attends meeting and has One Vote--He is also the President ex-officio and gets one vote?--So the better question is this person voting twice and counts for two votes? 2 hours ago, Contractor said: Further we do not have any commitees, so is a SPECIAL MEETING somewhere the President can vote? 2 hours ago, Contractor said: One last thing, the bylaws also state "At any meeting at which a majority of the directors are present, any business may be transacted if approved by a majority of all directors. It does not specify Committee meetings it just says any meeting. Based on the additional facts provided, it appears that you are asking about board meetings. If the President is a member of the board (ex officio or otherwise), he has the right to cast one vote at board meetings, unless your bylaws provide otherwise. Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted March 9, 2018 at 01:48 AM Report Share Posted March 9, 2018 at 01:48 AM 8 hours ago, Contractor said: MY COMPANY HAS BY-LAWS FROM 1984. THE BY-LAWS STATE THE PRESIDENT AND CEO IS MEMBER EX-OFFICIO OF ALL COMMITTEES. THERE ARE NO RESTRICTIONS MENTIONED IN THE BY-LAWS REGARDING EX-OFFICIO AND NO OTHER MENTION OF EX-OFFICIO. THE BY-LAWS HAVE NEVER BEEN AMENDED AS WELL. THE QUESTION IS, IF A QUORUM HAS BEEN MET AND IS PRESENT DOES THE PRESIDENT HAVE A VOTE WITH THE OTHER DIRECTORS? Perhaps FAQ #2 may be of use. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 9, 2018 at 05:20 AM Report Share Posted March 9, 2018 at 05:20 AM 8 hours ago, Contractor said: Further we do not have any commitees, so is a SPECIAL MEETING somewhere the President can vote? If you have no committees, then the language that the president is, ex-officio, a member of all committees is rather useless. The board is not a committee, but the president can vote there (once) because he is a member of the board. At a general membership meeting, the president (if a member) can vote there (once) because he is a member. The ex-officio status applies only to committees, but if you had any, the president would be able to vote there too (once), because he is a member of all committees. There is no time when anyone gets two votes, if the rules in RONR apply. The rule is one person/one vote. There is no difference in the voting rules between special and regular meetings. Quote Link to comment Share on other sites More sharing options...
Contractor Posted March 9, 2018 at 03:56 PM Author Report Share Posted March 9, 2018 at 03:56 PM Thank you for your responses Quote Link to comment Share on other sites More sharing options...
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