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Conflict of Interest


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We have a situation in our board where a member is currently being sent to our discipline committee for apparently breaking our code of conduct (that is another issue onto itself as to what that should be defined as).

My questions is this:

Our Bylaws state that based on the decision by the Grievance Committee shall make a recommendation and it shall be reviewed by the "Executive" for approval before moving up to the Discipline Committee.

The President of the association has decided it shall be him and him allowed to make that determination to move it forward. The problem is, the President had a major conflict of interest with the grievance and the parties involved with that. He has also been involved behind the scenes with the Member at Large and the Grievance Committee (which he should have abstained from). When he was questioned about his lone vote, he said he had every right to move it by him self to the next level. But in my opinion the definition of "executive" means the complete group who are eligible to vote not just a sole person.

The definition of "executive" is any officer as per Article 6.1. However that Article lists all of the Executive member positions. Article 6.2 actually gives the composition of the entire Executive body.

The other problem is, if the Discipline Committee does decide to suspend or expel this member the next level to appeal is to the "Executive". I suspect the President will then change the rules to now incorporate the entire group. We have 11 Executive member positions. However, there are 3 members of the Executive who do not have voting power due to them being appointed persons. There are 6 other members who as well are in conflict of interest with this grievance and would not be eligible to vote as there are involved in the actual grievance. That would only leave 3 members to vote at the appeal level because the other 2 members were part of the grievance and discipline committees. The quorum to vote is suppose to be 6 in attendance for an Executive meeting to take place.

Would it be correct that:

1) a quorum to vote at the appeal level is not possible?

2) can the President dictate him self to make such a ruling as nominating himself as the "executive"?

3) the 6 individuals who are directly involved in the actual grievance cannot vote or participate in either the voting or in the meeting at all?

4) if those members leave the meeting then the quorum would not be met?

Thank you for your time.

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The President of the association has decided it shall be him and him allowed to make that determination to move it forward. The problem is, the President had a major conflict of interest with the grievance and the parties involved with that. He has also been involved behind the scenes with the Member at Large and the Grievance Committee (which he should have abstained from). When he was questioned about his lone vote, he said he had every right to move it by him self to the next level. But in my opinion the definition of "executive" means the complete group who are eligible to vote not just a sole person.

The definition of "executive" is any officer as per Article 6.1. However that Article lists all of the Executive member positions. Article 6.2 actually gives the composition of the entire Executive body.

The President cannot disregard the bylaws or he may find himself the next business in order on the discipline committee. You should raise a point of order that he does not have this authority under the bylaws, and/or move to censure him for this improper action. (He should relinquish the chair while a censure motion is before the assembly.)

The other problem is, if the Discipline Committee does decide to suspend or expel this member the next level to appeal is to the "Executive". I suspect the President will then change the rules to now incorporate the entire group.

Once again, the president does not make rules or suspend rules or change rules on his own.

We have 11 Executive member positions. However, there are 3 members of the Executive who do not have voting power due to them being appointed persons. There are 6 other members who as well are in conflict of interest with this grievance and would not be eligible to vote as there are involved in the actual grievance. That would only leave 3 members to vote at the appeal level because the other 2 members were part of the grievance and discipline committees. The quorum to vote is suppose to be 6 in attendance for an Executive meeting to take place.

Would it be correct that:

1) a quorum to vote at the appeal level is not possible?

What do your bylaws say about "conflict of interest"? RONR says nothing, so the six members would not be ineligible to vote. Do they benefit individually from the outcome of this decision in some (monetary) way? If not, i'm at a loss to understand the "conflict".

And if they are "in attendance" then they count, whether they vote or not.

2) can the President dictate him self to make such a ruling as nominating himself as the "executive"?

No. Dictators are not supported by RONR. Raise a point of order, and if he overrules it, Appeal it. Majority rules, not the president.

3) the 6 individuals who are directly involved in the actual grievance cannot vote or participate in either the voting or in the meeting at all?

No, RONR says no such thing. Do your bylaws have some customized rule?

4) if those members leave the meeting then the quorum would not be met?

If there are not enough left, then yes.

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1) a quorum to vote at the appeal level is not possible?

Is there actually a provision in your Bylaws which prohibits members from voting because of a "conflict of interest?" If there is, it will be up to your organization to interpret the effects of such a provision on the presence of a quorum. So far as RONR is concerned, members are simply encouraged not to vote if they have a personal or pecuniary interest not in common with other members. They still retain the right to vote and still count toward the quorum so long as they are present. Whether a member whose right to vote is stripped due to a "conflict of interest" provision counts toward the quorum has long been a subject of debate on this forum, and your society will have to answer the question for itself. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation.

2) can the President dictate him self to make such a ruling as nominating himself as the "executive"?

The President could make such a ruling but it could be appealed and overturned by majority vote.

3) the 6 individuals who are directly involved in the actual grievance cannot vote or participate in either the voting or in the meeting at all?

Check your Bylaws. So far as RONR is concerned, they are encouraged not to vote if they have a personal or pecuniary interest not in common with other members, but they retain the right to vote, and they're free to participate in any other manner.

4) if those members leave the meeting then the quorum would not be met?

You will need to check if your Bylaws define a different quorum requirement, but the default in RONR is a majority. From the facts provided, it appears that the meeting would become inquorate if all six of these members left.

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1 - there is nothing in our Bylaws that discuss conflict of interest.

2 - the conflict is not monetary but yes it could be considered personal.

3 - the issue at hand is that one of our members was in a legal situation with a member of the Executive. There was another individual included from the Executive whom they considered to be a witness to the matter. The President was also involved from the start by the first Executive member and did not abstain from sticking his nose in. The fourth Executive member had to chair the Grievance committee and therefore removed him self from the Appeal process and the fifth Executive member is to Chair the Discipline Committee. The 3 other Executive members are appointed it states in our bylaws they have no voting powers. So that leaves 3 individuals to vote at the end for the appeal. That definitely does not leave any type of majority even if those all stayed in the room to make the attendance be greater than 6 for a quorum.

However, I have a strong suspicion the President will have him and the others who still have voting power to vote even though they have a personal agenda about them to remove this other individual even though I believe that member should not be suspended nor even considered for expulsion. This group is out to be vindictive and not support the processes and bylaws appropriately.

As for the President, since he has deemed himself to be the entire "Executive" how do I call Point to Order if it is suppose to go through him or do I contact another Executive member to bring that forward?

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Just to ask as well, is it too late then now that the President ( I have just requested the Point to Order) has started the process to move to Discipline Committee that a special meeting be brought forth to add the "conflict of interest" addition to our bylaws before it gets to the appeal stage?

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1 - there is nothing in our Bylaws that discuss conflict of interest.

2 - the conflict is not monetary but yes it could be considered personal.

Well, that solves several of your problems. The members in question should abstain, but they retain the right to vote and count toward a quorum so long as they remain in the room.

The fourth Executive member had to chair the Grievance committee and therefore removed him self from the Appeal process and the fifth Executive member is to Chair the Discipline Committee.

I'm not sure RONR would consider either of those to be a personal interest not in common with other members.

So that leaves 3 individuals to vote at the end for the appeal. That definitely does not leave any type of majority even if those all stayed in the room to make the attendance be greater than 6 for a quorum.

By default, a motion only requires a majority of those present and voting for adoption. Abstentions don't count one way or the other. So if only three people vote, a majority would be two. Do your Bylaws state a different voting threshold?

However, I have a strong suspicion the President will have him and the others who still have voting power to vote even though they have a personal agenda about them to remove this other individual even though I believe that member should not be suspended nor even considered for expulsion. This group is out to be vindictive and not support the processes and bylaws appropriately.

See FAQ #20 if you think it's time for some new board members.

As for the President, since he has deemed himself to be the entire "Executive" how do I call Point to Order if it is suppose to go through him or do I contact another Executive member to bring that forward?

A Point of Order needs to be raised at a meeting. I assume the Executive Board will be meeting sooner than the general membership, so yes, it would be wise to contact a member of the Executive Board. And I hope your assembly has learned a valuable lesson about using an adjective as a noun. :)

Just to ask as well, is it too late then now that the President ( I have just requested the Point to Order) has started the process to move to Discipline Committee that a special meeting be brought forth to add the "conflict of interest" addition to our bylaws before it gets to the appeal stage?

There is nothing in RONR which would prevent the society from amending the Bylaws "mid-stream." Whether it is practical to do so will depend on the notice requirements for amending your Bylaws and the requirements for calling special meetings. So check your Bylaws.

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1 - there is nothing in our Bylaws that discuss conflict of interest.

2 - the conflict is not monetary but yes it could be considered personal.

If there is nothing in your Bylaws, what makes you think these people cannot vote? Is someone just making up rules?

Having a personal interest is not enough to make voting improper; it must be a personal interest NOT IN COMMON with other members.

If there are six people with this same personal interest, it suggests to me that each of them shares this interest with at least five others. In other words, there is no personal interest not in common with other members. What am I missing here?

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Having a personal interest is not enough to make voting improper; it must be a personal interest NOT IN COMMON with other members.

If there are six people with a personal interest, it suggests to me that each of them shares this interest with at least five others. In other words, there is no personal interest not in common with other members. What am I missing here?

Not all the members necessarily share the same interest, but if they do, I agree that this seems similar to the examples provided in RONR, since the "conflicted" members would comprise a majority of the board's voting membership. From the examples the poster has provided, I think the society's understanding of "personal interest" is also much broader than the sense the term is used in RONR. I do not believe that serving on a subordinate committee which has considered the question, for instance, is what the authors had in mind.

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So I put forth the Point of Order to the President and the Vice President. I have not received any response back. Is there a time line to get a response as I fear he will just bully ahead like he never received it?

As for the personal conflict issue I am not completely clear. The issue is we have individuals who are directly involved with a grievance put forth by one of the Executive members. One put the grievance forward (I might also add this went to court), one put forth a police witness statement, 3 do not have a vote as they were appointed members and the President also is personally involved due to the fact that the originator of the grievance put forth her "evidence" directly to him. The Member at Large had to chair the Grievance Committee and if I am not mistaken this too shall remove him from the final appeal process as it is to go to the entire Executive for review.

As I believe to understand that even those members who are directly biased in the grievance can still remain to discuss the grievance and vote on it? Even the Executive member who put in the grievance can remain to vote? How can that be possible?

My understanding of having members reviewed for disciplinary action should have their checks and balances along the way but from how things are going forward it is clear the President is dictating what is happening behind the scenes, he is changing the rules/bylaws to suit him and those involved/biased with the grievance are going to vindictively potentially expel a member? How on earth can this be?It is completey shameful that there is no Appeal Committee to review the final step rather than having the Executive make that decision. How can we change that before it is too late??

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So I put forth the Point of Order to the President and the Vice President. I have not received any response back. Is there a time line to get a response as I fear he will just bully ahead like he never received it?

The only time you can raise a Point of Order is during a meeting anyway, and it is ruled on then, by the person chairing the meeting, so you haven't actually done that yet. When you do, if the chair rules improperly, you can Appeal from the Decision of the Chair, which is a motion requiring a second, and requiring a majority to overrule the chair.

As for the personal conflict issue I am not completely clear. The issue is we have individuals who are directly involved with a grievance put forth by one of the Executive members. One put the grievance forward (I might also add this went to court), one put forth a police witness statement, 3 do not have a vote as they were appointed members and the President also is personally involved due to the fact that the originator of the grievance put forth her "evidence" directly to him. The Member at Large had to chair the Grievance Committee and if I am not mistaken this too shall remove him from the final appeal process as it is to go to the entire Executive for review.

As I believe to understand that even those members who are directly biased in the grievance can still remain to discuss the grievance and vote on it? Even the Executive member who put in the grievance can remain to vote? How can that be possible?

Because no rule prohibits it. At least no rule in RONR, but since your discipline process seems to be fairly customized with several levels of appeal... no wait, you said your bylaws had nothing in them about conflict of interest, either.

You seem to believe that nobody can vote who has the slightest opinion about the case. This is not true. This is not a jury trial where everyone must be impartial. In fact, for offenses committed during a meeting, no trial is even required because everyone at the meeting was a witness. By your methodology, everyone would be disqualified. But by RONR's, everyone gets to vote.

My understanding of having members reviewed for disciplinary action should have their checks and balances along the way but from how things are going forward it is clear the President is dictating what is happening behind the scenes, he is changing the rules/bylaws to suit him and those involved/biased with the grievance are going to vindictively potentially expel a member? How on earth can this be? It is completey shameful that there is no Appeal Committee to review the final step rather than having the Executive make that decision. How can we change that before it is too late??

You can't change what your bylaws say (without amending them). If the Executive board is given that power, then they have the power. The president, from what you've told us, does not. If you don't have a custom procedure, and the rules in RONR apply, then you should handle things in accordance with Chapter XX. But if you do have one, then you need to follow it, and raise a point of order when anyone tries to violate it.

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As I believe to understand that even those members who are directly biased in the grievance can still remain to discuss the grievance and vote on it?

Yes, although some of them should not vote.

Even the Executive member who put in the grievance can remain to vote?

Yes.

How can that be possible?

Because voting is a basic right of membership which can only be removed through disciplinary procedures or a provision in the Bylaws.

How can we change that before it is too late??

Amend the Bylaws.

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