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Board of Directors/Voting


Guest ruebutler@charer.net
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Guest ruebutler@charer.net

I am Chairperson of the Board of Directors of a non-profit organization.  There are five (5) elected Directors.  The directors and the organization's president are elected at our Convention.  Our Bylaws say the President is also a member of the board as that office was the means by which the Board could be informed of ongoing operations. The President oversees the operations of our organization and is the liaison between the Board and chapter members.  Our bylaws say:  1. "Three (3) members are elected for a four-year term; Two (2) members of the BOD are elected for a four-year term.  Initial election to be conducted at the 2005 National Convention and every four years thereafter (made in 2003); 2. "Two (2) members are elected for a four-year term.  Elections were conducted at the 2003 National Convention and shall be conducted every four years thereafter." A graduated process.  A 2/3 quorum is required to vote on matters.  Past practice has been that of the 5 Directors, the majority rules and the Board Chairperson votes to break a tie. MY QUESTION IS:  If according to RRO,  since the president is a member of the Board, she/he has voting rights just as those of the Directors, they in a quorum of 2/3 (of 6 people), when there is a tie of 3 - 3, what is to happen?  

Further, it is assumed that when matters/situations are brought before the Board by the president, it means the president did not make a decision at that level to resolve the issue and her/his objectivity is impaired.  Board Members are at a disadvantage at the onset toward resolution/vote.  FYI:  the president has a cabinet made up of national elected officers representing their corresponding chapter officers, as well.      

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On 9/11/2021 at 1:28 PM, Guest ruebutler@charer.net said:

Past practice has been that of the 5 Directors, the majority rules and the Board Chairperson votes to break a tie. MY QUESTION IS:  If according to RRO,  since the president is a member of the Board, she/he has voting rights just as those of the Directors, they in a quorum of 2/3 (of 6 people), when there is a tie of 3 - 3, what is to happen?  

The board's past practice is incorrect. The President does have voting rights just as those of the other directors. In addition, under the rules for a small board (generally defined as one with less than about a dozen members), the chair is free to exercise those rights the same as other members. Even in larger assemblies, the board's past practice would still be incorrect - it's not quite as simple as the chair voting only to break a tie. See FAQ #1 for more information.

As for the question of what happens if there is a tie, the motion fails. A majority vote is required for adoption. A tie is less than a majority.

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So why does this not apply? I thought the only voted in the event of a tie  

Tie Votes and Cases in Which the Chair’s Vote Affects the Result 44:12 If the presiding officer is a member of the assembly, he can vote as any other member when the vote is by ballot (see also 45:28). In all other cases the presiding officer, if a member of the assembly, can (but is not obliged to) vote whenever his vote will affect the result—that is, he can vote either to break or to cause a tie; or, in a case where a two-thirds vote is required, he can vote either to cause or to block the attainment of the necessary two thirds. In particular: • On a tie vote, a motion requiring a majority vote for adoption is lost, since a tie is not a majority. Thus, if there is a tie without the chair’s vote, the presiding officer can, if he is a member, vote in the affirmative, thereby causing the motion to be adopted; or, if there is one more in the affirmative than in the negative without the chair’s vote (for example, if there are 72 votes in favor and 71 opposed), he can vote in the negative to create a tie, thus causing the motion to be rejected. • Similarly, in the case of a motion requiring a two-thirds vote, if, without the chair’s vote, the number in the affirmative is one less than twice the number in the negative (for example, if there are 59 in the affirmative and 30 in the negative), the chair, if a member, can vote in the affirmative and thus cause the motion to be adopted; or, if there are exactly two thirds in the affirmative without his vote (for example, if there are 60 in the affirmative and 30 in the negative), the chair can vote in the negative, with the result that the motion is rejected.2 Similarly, the chair’s vote might affect the result in cases where a majority of the members can decide a question. The chair cannot vote twice, once as a member, then again in his capacity as presiding officer. 44:13 In an appeal from the decision of the chair, a tie vote sustains the chair’s decision, even though his vote created the tie, on the principle that the decision of the chair can be reversed only by a majority.

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On 9/13/2021 at 7:59 PM, Shantel Ruebling said:

So why does this not apply? I thought the only voted in the event of a tie  

As the rule you are citing explains, it is not as simple as the presiding officer voting only in the event of a tie. Rather, the presiding officer can vote "when the vote is by ballot" or "whenever his vote will affect the result—that is, he can vote either to break or to cause a tie; or, in a case where a two-thirds vote is required, he can vote either to cause or to block the attainment of the necessary two thirds." RONR (12th ed.) 44:12

The frequent misunderstandings on this point appear to be based on an incorrect assumption that a tie vote is in some sort of limbo, and therefore extremely draconian limitations upon the presiding officer's right to vote are required in order to prevent ties. This is, however, entirely incorrect. If a tie vote occurs, the motion fails, because there is less than a majority in the affirmative. The limitations placed upon the presiding officer exercising the right to vote (which are not quite as strict as many believe) actually have nothing to do with preventing tie votes. Rather, the reason for the rule is to maintain the presiding officer's appearance of impartiality. As a result, the presiding officer waits to vote until all other members have voted, and even then, the presiding officer votes only if their vote would affect the result.

If a motion requiring a majority vote was tied and the presiding officer wished for the motion to be defeated, the presiding officer would not vote, because their vote would make no difference. If the presiding officer wished for the motion to be adopted, the presiding officer would vote in the affirmative. The presiding officer could also vote in the negative to create a tie, thereby defeating the motion, if a motion had a majority by only one vote. These rules balance the need for the presiding officer to maintain the appearance of impartiality with their rights as a member of the assembly.

Furthermore, the question you asked is about a board of six members. The rules in a small board are relaxed on this matter, and the presiding officer is free to vote in all cases. This is because the rules pertaining to the appearance of impartiality for the presiding officer under the small board rules are relaxed - the presiding officer is free to speak in debate, make motions, and to vote along with all other members. A small board is generally defined as one with not more than about a dozen members present. See RONR (12th ed.) 49:21

Edited by Josh Martin
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