Vote and Conflict of Interest

[Joe Smith]

If a non-profit board is the founder of another non-profit foundation, which is governed by three members of the founding board, are the board members who sit on the non-profit foundation board required to "leave the room" during votes involving the foundation?  Is it enough for them to simply not vote so there is no appearance of a conflict of interest?

[Richard Brown]

Nothing in RONR requires such a member to abstain. Here is the short statement contained in RONR about when a member should’abstain: 45:4 Abstaining from Voting on a Question of Direct Personal Interest. 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.

Note that that provision refers to a direct personal or pecuniary interest not common to other members of the organization. I do not see that these directors have a personal or pecuniary interest that would require them to abstain. However, per the rules in RONR, a member cannot be compelled to abstain so these members alone make the decision on whether they should abstain.  If either of the two organizations at issue have rules on the subject, those rules would supersede the rule in RONR.