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Voting on a recommendation


Claire

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We appointed an ad hoc committee to make a recommendation to a board sub committee. When submitting that recommendation, we will be having discussions and voting on their recommendation. Are the members of the ad hoc committee who are making that recommendation allowed to vote in that sub committee meeting?

Who is "we"?

And when you say, "a board sub committee", do you mean a committee of a committee of the board, or just a committee of the board?

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The sub committee was our Investment Committee, which is a smaller group of board members. We is referring to the entire board of directors.

So would it be fair to re-phrase your original post as follows:

The board appointed an ad hoc committee to make a recommendation to the board. Upon the submission of that recommendation, the board will be having discussions and voting on it. Are the members of the ad hoc committee who are making that recommendation allowed to vote in that board meeting?

As has been suggested, if the members of the committee are also members of the board, they have the same rights as any other board member. In fact, they could have voted for the recommendation in the committee but decide to vote against it in the board meeting. And vice versa.

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The board appointed an ad hoc committee to make a recommendation to the board. Upon the submission of that recommendation, the board will be having discussions and voting on it. Are the members of the ad hoc committee who are making that recommendation allowed to vote in that board meeting?

As has been suggested, if the members of the committee are also members of the board, they have the same rights as any other board member. In fact, they could have voted for the recommendation in the committee but decide to vote against it in the board meeting. And vice versa.

Actually, Mr. Mountcastle, as I understand it, the ad hoc committee is reporting to the investment committee (a committee of the board), and the question is whether the ad hoc committee members can vote in the investment committee meeting. The "subcommittee" language can be confusing when improperly applied, so it is somewhat confusing.

If that is correct, then the answer is much the same, but replace "board" with "investment committee" in your response. It all boils down to who is a member of the body that is meeting. What other bodies the individuals may be members of is irrelevant.

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