Conflict of Interest

[David A Foulkes]

The presence of persons not entitled to be present may, if objected to, render the proceedings invalid, but if no objection is taken, the meeting is not invalidated.

I think another problem here is that if an objection is raised, it should first be ruled on by the Chair, subject to appeal. The way this is worded, as soon as an objection is raised, the meeting is invalidated without any further action being allowed.

Additionally, you're reinventing the RONR wheel. (p. 625 ll. 19-28)

[Guest Bruce Cowen]

I think another problem here is that if an objection is raised, it should first be ruled on by the Chair, subject to appeal. The way this is worded, as soon as an objection is raised, the meeting is invalidated without any further action being allowed.

Additionally, you're reinventing the RONR wheel. (p. 625 ll. 19-28)

The problem I'm running into is that the Chair is the one who invites them to the board meetings. She thinks they should be present. When they lobby against raising fees, a clear conflict of interest, she remains silent.

"The affairs of the corporation shall be managed by its board of directors." (By-law No. 1) Executive session is adopted by a majority vote. The invited guests a very respected by everyone. I'm trying to put an end to the conflict of interest here. If one director objects to them being present, they should leave. I'm looking for a real solution here. Thanks, Bruce

[David A Foulkes]

The problem I'm running into is that the Chair is the one who invites them to the board meetings. She thinks they should be present. When they lobby against raising fees, a clear conflict of interest, she remains silent.

"The affairs of the corporation shall be managed by its board of directors." (By-law No. 1) Executive session is adopted by a majority vote. The invited guests a very respected by everyone. I'm trying to put an end to the conflict of interest here. If one director objects to them being present, they should leave. I'm looking for a real solution here. Thanks, Bruce

And that's where you're going to run afoul of the "majority rule" concept. Very few actions are authorized by a single member, and ejecting non-members is not one of them (as far as I know).

[Gary Novosielski]

The problem I'm running into is that the Chair is the one who invites them to the board meetings. She thinks they should be present. When they lobby against raising fees, a clear conflict of interest, she remains silent.

"The affairs of the corporation shall be managed by its board of directors." (By-law No. 1) Executive session is adopted by a majority vote. The invited guests a very respected by everyone. I'm trying to put an end to the conflict of interest here. If one director objects to them being present, they should leave. I'm looking for a real solution here. Thanks, Bruce

Well, you should show her the passage in RONR, for starters.

Of course the chair does not have the authority to invite people to meetings, but even if she did, that would not give them the power to "lobby" anyone. Invited guests have permission to sit quietly and watch the proceedings, not to speak, unless permitted by a majority vote, and then only when no business is pending.

[Josh Martin]

The problem I'm running into is that the Chair is the one who invites them to the board meetings. She thinks they should be present. When they lobby against raising fees, a clear conflict of interest, she remains silent.

"The affairs of the corporation shall be managed by its board of directors." (By-law No. 1) Executive session is adopted by a majority vote. The invited guests a very respected by everyone. I'm trying to put an end to the conflict of interest here. If one director objects to them being present, they should leave. I'm looking for a real solution here.

If you want the rule to be that unanimous consent is required to permit non-members to be present, you should specifically state that in the proposed amendment to the Bylaws. If I were a member (or a parliamentarian), I would read "consent" as suggesting that majority vote is sufficient. I suspect this is what you were trying to get at with all that gibberish about invalidating the meeting. I'd scrap the third sentence entirely and just clarify the second sentence by adding "unanimous" before "consent," and I'd probably replace the word "meeting" with "assembly" for consistency with standard parliamentary terminology.

Of course, if your problem is that the chair doesn't enforce the rules, I think your problem is the chair, not the rules. Get a new chair. See FAQ #20.

[Guest Bruce Cowen]

If you want the rule to be that unanimous consent is required to permit non-members to be present, you should specifically state that in the proposed amendment to the Bylaws. If I were a member (or a parliamentarian), I would read "consent" as suggesting that majority vote is sufficient. I suspect this is what you were trying to get at with all that gibberish about invalidating the meeting. I'd scrap the third sentence entirely and just clarify the second sentence by adding "unanimous" before "consent," and I'd probably replace the word "meeting" with "assembly" for consistency with standard parliamentary terminology.

Of course, if your problem is that the chair doesn't enforce the rules, I think your problem is the chair, not the rules. Get a new chair. See FAQ #20.

Thank you very much. This is exactly the kind of advice I was looking for. Bruce