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BabbsJohnson
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I have a hypothetical question...

Using the model of the definition below as how a set of by-laws defines the role of Association President:

45FD9977-CFD0-47AB-BCED-5AA21AAD9366.png.dae3fa76250694f696fabf83b34e4276.png

if the assembly that was using those by-laws elected a President, but also elected a Chairperson (our by-laws do allow this, we just never have exercised the option), since the President would not be acting as Chair in the meetings, would they be doing anything differently than the other general members?

Not sure if it’s important, but in this hypothetical, they are using the RONR adjusted Rules for small assemblies. 

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2 hours ago, Nosey said:

I have a hypothetical question...

Using the model of the definition below as how a set of by-laws defines the role of Association President:

45FD9977-CFD0-47AB-BCED-5AA21AAD9366.png.dae3fa76250694f696fabf83b34e4276.png

if the assembly that was using those by-laws elected a President, but also elected a Chairperson (our by-laws do allow this, we just never have exercised the option), since the President would not be acting as Chair in the meetings, would they be doing anything differently than the other general members?

Not sure if it’s important, but in this hypothetical, they are using the RONR adjusted Rules for small assemblies. 

In the situation you describe, if the society elects a chairperson who presides at the meetings, then, during meetings, the president would be just another member with the same rights and privileges (and limitations) as other members.  He can, for example, make motions, speak in debate and vote regardless of whether his vote will affect the outcome or if it is a secret ballot. 

I am assuming your bylaws do not say anything to the contrary.  I think in the case you described, the president becomes the chief executive officer of the organization but not its presiding officer, unless he is presiding in the absence of the chairman.

It is also important to note that under the "small board rules" as defined in RONR, even the presiding officer participates just like the other members (although RONR isn't clear as to whether the chair can make motions under the small board rules.  I am assuming he can).  If the president isn't serving as the presiding officer, then he would clearly be treated just the same as all other members.

Edited to add:  Upon further reflection, I am of the opinion that the chair should NOT make motions since making motions is not one of the things listed that the chair can do under the small board rules on page 488.  Perhaps a clarification on that point in the 12th edition would be helpful.

Edited by Richard Brown
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1 hour ago, Richard Brown said:

I think in the case you described, the president becomes the chief executive officer of the organization but not its presiding officer, unless he is presiding in the absence of the chairman.

It is also important to note that under the "small board rules" as defined in RONR, even the presiding officer participates just like the other members (although RONR isn't clear as to whether the chair can make motions under the small board rules.  I am assuming he can).  If the president isn't serving as the presiding officer, then he would clearly be treated just the same as all other members.

So, is it safe to say that, if not acting as Chair, the “President” part of their role does not teally come into play during meetings? 

Given the description in the original post that outlines the President’s role...

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I swear I’m not trying to be dense, what I’m trying to get at is: when a president chairs a meeting, does their presidential role somehow merges with them acting as Chairperson to make what their presence and role at the meeting represent more power than a Chairperson would use on their own?

I guess my point in the hypothetical is, if we separate the roles, what does the president do in meetings if anything, that shows their role? Is there anything they do that’s specifically “Presidential”?

Mr. Brown answered that they would basically be in the same position as a regular member if they were not chairing the meeting, so does that mean if they act as Chairperson, should they be doing it in the same (pure) way an appointed Chairperson would?

I apologize for any redundancy...just trying to be clear.

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9 hours ago, Richard Brown said:

Upon further reflection, I am of the opinion that the chair should NOT make motions since making motions is not one of the things listed that the chair can do under the small board rules on page 488. 

That has been my experience. The board of ed I served on and ultimately presided over, used small board rules.  As chair. I often participated in debate, and routinely voted on all resolutions, though by custom my name was called last.  State regulations required roll-call votes on motions other than purely procedural ones, and also required seconds and the recording of the seconders' names in the minutes.  But I never saw a case of the chair making motions, (although I did assume some, where appropriate).  And since the list on p. 488 does not list the making of motions by the chair, I have assumed that it would be improper.

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Hmmm.  Well, I forgot to mention that we rarely used informal discussion in the absence of a motion, but I can see it as a vehicle for the chair to inject ideas. In our case, since the President was an ex-officio member of all committees, my preferred method would be to raise such matters at standing committee meetings.

Yes, the footnote does say that the chair has the right to make motions, which strikes me as an odd place to put that information, rather than on the actual list of differences.  Principles of interpretation would suggest that the footnote overreaches a bit.  Even in a large assembly, the chair has the right to make a motion, but should not.  So I'm not sure the footnote extends beyond what's already true.

In any case, if asked, I would recommend to chairs of small boards to avoid making motions.  I understand that under small board rules the chair's unique role is blurred to an extent, but I think the role benefits from some distinction.  Essentially, the chair is not just another member, and avoiding the making of motions helps, in my view, to set the chair apart to a certain extent. Formal impartiality, desirable as it may be, is perhaps an unaffordable luxury in small groups, where the number of heads that are presumably better than one can often benefit from one more.  But I think that's an argument for participating in debate more than for making motions.

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The second footnote on page 488 simply recognizes the fact that it is rather awkward for the chairman of a small board to formally make a motion in the manner described on pages 33-35 (even although he has the right to do so), and then state the question on his own motion in order to place it before the assembly. The footnote recognizes that what generally happens, as a practical matter, is that the chairman, during informal discussion, suggests that something be done, and then, depending upon what occurs during the ensuing discussion, puts the question on his own proposal. This is the common sense approach noted by General Robert at the bottom of page 265 in PL.

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Part of what I'm trying to get at here, is the idea that if, in an orgnaization that had a board of 7, including the president of the association, if they elected to have a chairman also, which they could, and the chair presided over the meetings, at that point, would the president be doing anything different than any other member, during the meetings?

Would they have more power in any way, or extra things to do, while in a meeting, because they were president?

Given the By-Laws as show in the original post?

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I can think of one 'extra thing' that the president would still have to do - probably at both board meetings and general membership meetings: he should be expected to give his officer's report on the administrative work he has done under his bylaw-mandated responsibilities to "supervise, direct, and control of all of the business of the association..." Perhaps more so at board meetings since these administrative duties are "subject to the control of the board".

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While I agree with Bruce Lages, I would say that if the president is not the presiding officer, then he is there in exactly the same capacity as all of the other members. He might or might not be expected to give a report, just as other officers and committee chairmen might he. Nosey, I really don't understand why you are having such a hard time understanding the difference between the rights and duties of a presiding officer at a meeting and a President Who is not the presiding officer. Where the president is not the presiding officer, he has whatever administrative and managerial functions the bylaws assign to him as president, but he simply does not preside at meetings. It is not at all unusual for organizations, especially larger corporations, to have a president and a chairman of the board who are different people. Their duties are completely different. The president essentially runs the business and is subject to the directives of the board. The chairman of the board presides at meetings. What is so hard to understand about that?

Edited by Richard Brown
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5 minutes ago, Richard Brown said:

While I agree with Bruce Lages, I would say that if the president is not the presiding officer, then he is there in exactly the same capacity as all of the other members. He might or might not be expected to give a report, just as other officers and committee chairmen might he. Nosey, I really don't understand why you are having such a hard time understanding the difference between the rights and duties of a presiding officer at a meeting and a President Who is not the presiding officer. Where the president is not the presiding officer, he has whatever administrative and managerial functions the bylaws assign to him as president, but he simply does not preside at meetings. It is not at all unusual for organizations, especially larger corporations, to have a president and a chairman of the board who are different people. Their duties are completely different. The president essentially runs the business and is subject to the directives of the board. The chairman of the board presides at meetings. What is so hard to understand about that?

The point I have been trying to confirm, is that if chairing a meeting, the President should chair it like anyone else who is capable might.

I am trying to confirm, albeit in a roundabout way, and I apologize for that, that they do not have the right to be like a judge, dictator or ruler while chairing, just because they have the title of President while they are doing the Chair's job. My lengthy dialogue here was trying to confirm that if the roles are separated, their duties become clear and distinct from each other, but if they are both being fulfilled by the same person, they are not endowed with extra powers because of it, that would be outisde of the sum of the parts (of the two roles).

 

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47 minutes ago, Nosey said:

The point I have been trying to confirm, is that if chairing a meeting, the President should chair it like anyone else who is capable might.

I am trying to confirm, albeit in a roundabout way, and I apologize for that, that they do not have the right to be like a judge, dictator or ruler while chairing, just because they have the title of President while they are doing the Chair's job. My lengthy dialogue here was trying to confirm that if the roles are separated, their duties become clear and distinct from each other, but if they are both being fulfilled by the same person, they are not endowed with extra powers because of it, that would be outisde of the sum of the parts (of the two roles).

It is correct that whatever other duties and authority the chairman may have, this does not change the manner in which the person is expected to preside.

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1 hour ago, Josh Martin said:

It is correct that whatever other duties and authority the chairman may have, this does not change the manner in which the person is expected to preside.

Thank you, I think IF I have a venn diagram of the answers I have gotten, there would be a fair bit of overlap, but this is a good part of the bottom line that I was hoping to get to. The other would be the duties of president, which was covered by Bruce and Richard. Thank you all for your patience.

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