Shared board roles-1 position with two officers

[Guest Past Pres]

If a single board position is being shared by two people, can either person vote when present (ie. one vote by one or the other person) or is one person responsible as the ‘main’ officer and is the only one able to register a vote?

[Gary Novosielski]

A single board position cannot be shared by two people, if the rules in RONR apply.

How did this situation occur?

[Rob Elsman]

One seat, one person, one member of the board, one vote.

[Atul Kapur]

On 8/8/2023 at 12:40 PM, Guest Past Pres said:

If a single board position is being shared by two people, can either person vote when present (ie. one vote by one or the other person) or is one person responsible as the ‘main’ officer and is the only one able to register a vote?

This type of question is exactly why RONR strongly discourages two people sharing one position (co-chairs or others). Someone else may provide a reference to the paragraph.

In other words, your organization will have to figure this out itself as you won't find guidance in RONR, other than to change this to an officer and a vice officer.

[Gary Novosielski]

On 8/8/2023 at 7:13 PM, Atul Kapur said:

This type of question is exactly why RONR strongly discourages two people sharing one position (co-chairs or others).

If by "discourages" you mean "prohibits," I agree.  The only way it would be allowed is if it were written into the bylaws.  And that, RONR strongly discourages.

[Atul Kapur]

On 8/8/2023 at 5:19 PM, Gary Novosielski said:

If by "discourages" you mean "prohibits," I agree.  The only way it would be allowed is if it were written into the bylaws.  And that, RONR strongly discourages.

So, exactly what I said?

[puzzling]

On 8/8/2023 at 8:40 PM, Guest Past Pres said:

If a single board position is being shared by two people, can either person vote when present (ie. one vote by one or the other person) or is one person responsible as the ‘main’ officer and is the only one able to register a vote?

As long as both people are members of the board , both can vote and have all the rights of boardmembers. 

But just don't do it. Better to have two seperate posts and divide the jobs,at hand.

 

[Josh Martin]

On 8/8/2023 at 2:40 PM, Guest Past Pres said:

If a single board position is being shared by two people, can either person vote when present (ie. one vote by one or the other person) or is one person responsible as the ‘main’ officer and is the only one able to register a vote?

RONR does not permit a "single board position" to be "shared by two people," and strongly advises against this practice, so RONR has no answer to this question. (While the prohibition is written principally with the office of chairman in mind, it seems to me the logic is also applicable to other positions.) In particular, RONR does not provide any mechanism for two people to "share" a vote. You should first check whether your bylaws permit a single board position to be shared by two people. If they do not, then the organization will need to fix this problem so that only one person is in the office, in which case this question will then become moot.

In the event the organization's bylaws do in fact permit a single position to be shared by two people, then the organization will have to figure out how that works.

I also concur with Dr. Kapur that if the organization's bylaws do permit this practice, the best solution is to amend the bylaws to fix that, and instead provide for one of these positions to be the primary officer and one to be the "vice" or "assistant" officer, rather than two persons sharing the same office. The organization could then determine in its bylaws whether only the primary officer or both officers should be members of the board.

"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.) 13:17

"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." RONR (12th ed.) 45:2

On 8/9/2023 at 4:43 AM, puzzling said:

As long as both people are members of the board , both can vote and have all the rights of boardmembers. 

This is certainly correct, but it's not clear to me whether both people are members of the board, or if the two people are collectively one "member" of the board - a situation which is not contemplated under RONR, but conceivably could arise under this organization's bylaws. It will depend on what the organization's bylaws provide in regard to this "sharing" of positions.

RONR has no direct answer to the question posed by the OP, because the situation described cannot arise under RONR. While RONR is clear that a person who holds multiple positions is entitled to only one vote, RONR has no answer to the question of the voting rights of multiple persons who share a single position.

Edited August 9, 2023 at 12:55 PM by Josh Martin

[Gary Novosielski]

On 8/9/2023 at 1:00 AM, Atul Kapur said:

So, exactly what I said?

Almost exactly.