Is bylaw language around conflict of interest meaningful?

[hollasa]

Bylaws state: "Directors shall avoid, in fact and in perception, conflicts of interest and shall disclose to the Board, in a timely manner, any possible conflicts."

One director is married to an employee. Is this bylaw language strong enough to stop said director from voting on a matter regarding this employee?

[hmtcastle]

Bylaws state: "Directors shall avoid, in fact and in perception, conflicts of interest and shall disclose to the Board, in a timely manner, any possible conflicts."

One director is married to an employee. Is this bylaw language strong enough to stop said director from voting on a matter regarding this employee?

I'm afraid the interpretation of bylaws is beyond the scope and purpose of this forum.

That said, it doesn't seem like your bylaws provide any consequences for failure to avoid or disclose conflicts of interest, whatever they are.

[Tim Wynn]

Bylaws state: "Directors shall avoid, in fact and in perception, conflicts of interest and shall disclose to the Board, in a timely manner, any possible conflicts."

I don't know how one would avoid a conflict of interest "in perception." That sounds tricky. Robert's Rules doesn't define or otherwise deal with conflicts of interest.

One director is married to an employee. Is this bylaw language strong enough to stop said director from voting on a matter regarding this employee?

It's up to your organization to interpret its bylaws, and this requires examining the document in its entirety. However, I see plenty of problems with the isolated language that you have posted. It is not clear enough to specifically remove the director's right to vote. It does not define "conflict of interest." It does not specify how the director shall avoid such "conflict." It does not specify whose "perception" counts. Should the director not serve on the board if anyone person perceives "any possible conflict?"

[hollasa]

These bylaws definitely have some issues! I should mention that it's not my organization, I'm assisting a friend.

They go on to say that a board member shall be removed if they are dominating meeting time and that of staff in a negative manner, or if the board member’s communication style is offensive, demeaning or demoralizing. Nothing about how this is determined...

Thanks, may post another question soon regarding some issues with this organization.

[J. J.]

Bylaws state: "Directors shall avoid, in fact and in perception, conflicts of interest and shall disclose to the Board, in a timely manner, any possible conflicts."

One director is married to an employee. Is this bylaw language strong enough to stop said director from voting on a matter regarding this employee?

This statement does not mention voting at all. Itdeals with disclosure.

[Josh Martin]

Bylaws state: "Directors shall avoid, in fact and in perception, conflicts of interest and shall disclose to the Board, in a timely manner, any possible conflicts."

One director is married to an employee. Is this bylaw language strong enough to stop said director from voting on a matter regarding this employee?

It is up to the organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. In the long term, it would be advisable to amend the rule for the sake of clarity. If a rule is intended to deprive a member of the basic right to vote in specific instances, that should be explicitly stated (and it would be best if it is clear what those instances are).

I'm afraid the interpretation of bylaws is beyond the scope and purpose of this forum.

That said, it doesn't seem like your bylaws provide any consequences for failure to avoid or disclose conflicts of interest, whatever they are.

The fact that the Bylaws do not specifically provide penalties for violation would not prevent the society from disciplining members for violating the Bylaws, although the rule in question certainly has other problems.

This statement does not mention voting at all. Itdeals with disclosure.

It also mentions avoiding conflicts of interest.