President and Representing Director at the same time

[Ken Hebbard]

Eight similar organizations/agencies operate under one roof.

To coordinate the facilities/finances they have a board of directors, one person from each entity to vote on issues of concern.

Every two years they elect a chairperson from the group of directors for continuity usually the vice chair. All works well.

My concern is that the newly elected chair also remains the director/representative for the specific organization he voted for prior to being elected.

 

The secretary, treasurer and facility managers (are paid honorariums) and attend meetings as non-voting positions as they report to the directors monthly.

 

Presently the chair votes representing the original organization and has a vote to break a tie as the chair.

To me this is odd. How can a chair remain impartial when he/she a possibility of two votes?

The by-laws after reviewing conflict for convenience in my view and are convoluted.

 

Would this be appropriate:

Once a director is elected to the chair, the specific organization he represented elects another person to represent them on the board as a voting member.

The chair remains neutral, impartial (non voting) representing all organizations and if there is a tie the secretary calls for the chair to cast a vote?

Have the by-laws reflect this in the specific areas.  

[Josh Martin]

39 minutes ago, Ken Hebbard said:

Presently the chair votes representing the original organization and has a vote to break a tie as the chair.

To me this is odd. How can a chair remain impartial when he/she a possibility of two votes?

The chair does not have two votes unless your bylaws so provide. Each member has one (and only one) vote, regardless of how many positions the member holds. The chair does not get a second vote to break a tie.

"It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one - and only one - vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote. For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote." RONR (12th ed.) 45:2

"The chair cannot vote twice, once as a member, then again in his capacity as presiding officer." RONR (12th ed.) 44:12

40 minutes ago, Ken Hebbard said:

Would this be appropriate:

Once a director is elected to the chair, the specific organization he represented elects another person to represent them on the board as a voting member.

The chair remains neutral, impartial (non voting) representing all organizations and if there is a tie the secretary calls for the chair to cast a vote?

Have the by-laws reflect this in the specific areas.  

This is entirely appropriate, although it should be noted that the rules in RONR pertaining to the chair voting are a bit more complex than simply saying "the chair only votes to break a tie." See FAQ #1.

[Atul Kapur]

First, if there are only eight voting members then this is a small board and the rules that apply to a small board would apply. Under those rules, the chair can participate in debate and vote.

Secondly, you tell us that

1 hour ago, Ken Hebbard said:

All works well.

So I am wondering why you want to change things. The rules should serve the organization's needs, rather than the organization adapting itself to serve a particular set of rules. (I can see a desire to protect from a chair who's "gone rogue" and acts dictatorially, but there are already procedures to deal with that).

I will note that there is no need to break a tie as it is a conclusive vote. A motion is defeated on a tie.

Finally, I will note that there is a potential for a conflict of interest whenever one person serves on two boards of directors of related organizations. I dont think that your proposed solution removes that potential; a neutral, outside presiding officer may be a better solution to that problem.