Chairman voting

[Guest Chuck Tanner]

If the chairman position on a board has co-chairs do both get a vote or does the  chairman position only get one vote?

[Caryn Ann Harlos]

Are they separate positions in your Bylaws?  And is it a small Board?  Because if not a small board, your Chair should not be voting except on ballot votes or to cause or break a tie.

[Guest Chuck Tanner]

They are not separate positions and it is a small board

[Caryn Ann Harlos]

On 1/25/2023 at 3:39 PM, Guest Chuck Tanner said:

They are not separate positions and it is a small board

Can you quote your bylaws on these positions?

[Josh Martin]

On 1/25/2023 at 4:34 PM, Guest Chuck Tanner said:

If the chairman position on a board has co-chairs do both get a vote or does the  chairman position only get one vote?

It should first be noted that it is not permitted to have "co-chairs" at all unless the bylaws so provide, and RONR strongly advises against this.

"The anomalous title “co-chairman” should be avoided, as it causes impossible dilemmas in attempts to share the functions of a single position." RONR (12th ed.) 13:18

In the event the bylaws do in fact provide for "co-chairs," it would seem to me that they each have a vote, unless the bylaws provide otherwise, assuming these persons are members of the board.

"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. An individual member's right to vote may not be transferred to another person (for example, by the use of proxies)." RONR (12th ed.) 45:2

[Caryn Ann Harlos]

On 1/25/2023 at 3:42 PM, Josh Martin said:

It should first be noted that it is not permitted to have "co-chairs" at all unless the bylaws so provide, and RONR strongly advises against this.

"The anomalous title “co-chairman” should be avoided, as it causes impossible dilemmas in attempts to share the functions of a single position." RONR (12th ed.) 13:18

In the event the bylaws do in fact provide for "co-chairs," it would seem to me that they each have a vote, unless the bylaws provide otherwise, assuming these persons are members of the board.

"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. An individual member's right to vote may not be transferred to another person (for example, by the use of proxies)." RONR (12th ed.) 45:2

That is exactly what I was thinking, ergo, would really like to see the specific bylaws.

[Richard Brown]

On 1/25/2023 at 4:42 PM, Josh Martin said:

It should first be noted that it is not permitted to have "co-chairs" at all unless the bylaws so provide,

I don’t believe this is quite accurate. It is true that RONR strongly advises against having co-chairs (as do most of my colleagues), but nowhere does RONR contain an express prohibition against having co-chairs.

On 1/25/2023 at 4:34 PM, Guest Chuck Tanner said:

If the chairman position on a board has co-chairs do both get a vote or does the  chairman position only get one vote?

It’s your rule, you tell us. 

[Josh Martin]

On 1/25/2023 at 10:57 PM, Richard Brown said:

I don’t believe this is quite accurate. It is true that RONR strongly advises against having co-chairs (as do most of my colleagues), but nowhere does RONR contain an express prohibition against having co-chairs.

If this were (for example) a committee, I would agree, since often the bylaws are silent on committee chairs. But we are told that this is the chairman of the board. Generally, the bylaws provide that the board shall have "a chair" or "a President." Under such circumstances, it seems to me that electing multiple persons to share such a position is a violation of the bylaws.

[Gary Novosielski]

On 1/25/2023 at 5:34 PM, Guest Chuck Tanner said:

If the chairman position on a board has co-chairs do both get a vote or does the  chairman position only get one vote?

That rule would have to be in your bylaws, presumably in the section that authorizes co-chairs.  If there is no such authorization, then you do not, in fact, have co-chars at all.