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Weighted Voting for the Board.

Guest gwhns@yahoo.ca

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On 4/29/2021 at 11:08 AM, Guest gwhns@yahoo.ca said:

Under Roberts Rules of Order are Board of Director permitted to have multiple votes. For example 10 votes per director while the other members would have 1 vote or more votes based on size. 

 No.  RONR strictly observes the rule of "One Person--One Vote".  The characteristics of a deliberative assembly assume that each person's voice in decision making is equal to any other's.

The suggestion that directors have ten votes is puzzling, since directors only vote as directors while actually meeting as a board.  And if they each had ten votes, they all have equal voting power.  General members are not board members, and so would have zero votes in that context.

During a general membership meeting, board members are not present as board members, except that the president and secretary often often serve similar roles in both types of meeting.  Giving board members extra votes in a general meeting flies in the face of the normal philosophy that the board is elected by, and subordinate to, the will of the membership.

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"Weighted voting" powers violate a fundamental principle of parliamentary law, colloquially called "one man, one vote", as Mr. Novosielski points out.  See also RONR (12th ed.) 45:2.  The index of the book, always considered the most authoritative part of the book, 😉, makes it clear that the correct reference should be "one person, one vote".  The general rule is that the power to vote is both personal and non-transferable.

In commercial stock corporations, it is the general practice, pursuant to state corporation law, that shareholders have votes weighted by the number of shares (usually shares of common stock) owned.

In homeowners' associations, the initial developer/investor may, pursuant to the association's originating documents, have a controlling portion of the votes until a "breakeven point" is reached. Also, a homeowner who owns multiple units in a development may actually possess multiple votes.

In the more common and ordinary society, however, it is usually not the practice to weight votes.  The general rule is followed that each member of an assembly or committee has one, and only one, vote.



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