Non-Profit board

[Guest Jane Powell]

We have a non-profit museum consisting of a 5 member board where the Director is 1 of the members. Today we had a meeting and needed to decide on a raise for the Director. She presided over the meeting and presented her case for a raise and then left so we could discuss it. 2 were in favor of the raise and 2 were not. How is this decided? Can the Director vote for herself as a board member or not? Thanks!

[Chris Harrison]

While a member should not vote when she has a financial interest not in common with the other members she can't be compelled to abstain (RONR p. 407 ll. 21-31).  However, if she was going to vote she needed to do it the same time as the others.  Unless your rules say otherwise a 2-2 vote means a majority was not in favor of the motion thus the motion was defeated (no raise for her).

Edited April 23, 2018 at 07:29 PM by Chris Harrison

[Guest Jane Powell]

Ok, I read in ROR that "The general principle in parliamentary law is that when a member has a conflict of interest, he or she does not enter into the discussion or vote on the matter." So, I guess if it's 2 votes yes and 2 votes no then the required two thirds votes did not happen because she could not vote for herself?

[Benjamin Geiger]

1 hour ago, Guest Jane Powell said:

So, I guess if it's 2 votes yes and 2 votes no then the required two thirds votes did not happen because she could not vote for herself?

Effectively, yes. (But if a 2/3 vote is required---a requirement not present in RONR---then it wouldn't have passed even if she had voted for herself, since 3/5 is less than 2/3.)

To be precise, though, she "could not vote for herself" because she wasn't present for the vote. If she had stayed, she would have been able to vote for herself. RONR states that a member should not vote when they have a conflict of interest, but nothing says they can not vote in that case.

[Josh Martin]

2 hours ago, Guest Jane Powell said:

Ok, I read in ROR that "The general principle in parliamentary law is that when a member has a conflict of interest, he or she does not enter into the discussion or vote on the matter.”

Well, that’s interesting, because that’s not actually what RONR says.

What it actually says on the subject is “No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.” (RONR, 11th ed., pg. 407)

RONR uses the term “direct personal or pecuniary interest not in common with other members,” not “conflict of interest.” It states that a member with such an interest should not vote, but notes that the member ultimately retains the right to vote. It doesn’t say anything about entering into the discussion.

What is the exact title of the book you are reading? I suspect it is not The Right Book.

Edited April 23, 2018 at 10:49 PM by Josh Martin

[Guest Jane Powell]

Thanks so much for your responses! I think I was reading from Robert's Rules For Dummies. I appreciate you spelling it out.

[Josh Martin]

1 hour ago, Guest Jane Powell said:

Thanks so much for your responses! I think I was reading from Robert's Rules For Dummies. I appreciate you spelling it out.

I wonder if you are reading an outdated edition of that text. The current edition of Robert’s Rules for Dummies (the 3rd edition) is consistent with RONR on this subject.

Edited April 24, 2018 at 01:17 AM by Josh Martin

[Atul Kapur]

Given that this is described as a "non-profit museum", I'm wondering whether it's incorporated and/or whether there are other relevant laws that apply to this organization --- laws that would override RONR.

[Richard Brown]

I've got all three editions of Robert's Rules For Dummies. All three are entirely consistent with the rule in RONR and speak in terms of having a personal or financial interest in the outcome not in common with other members.