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Our bylaws provide that our Board Chair can vote only in the case of a tie. Isn’t that a good idea?

Your Legal Questions Answered

Our bylaws provide that our Board Chair can vote only in the case of a tie. Isn’t that a good idea?

Our bylaws provide that our Board Chair can vote only in the case of a tie. Isn’t that a good idea?

No. It is a lousy idea. It can disenfranchise the Chair at the most critical moment.
 
Imagine a situation in which a highly controversial proposition is favored 8-7 by the other members of the Board, but the Chair, who has a greater knowledge of how detrimental it would be for the organization, cannot vote to create a tie and prevent the proposition from being approved by a majority.
 
If the bylaws require a majority vote of those “present and voting” at the meeting, the measure will pass despite the objection of the Chair, who would otherwise be decisive in causing a tie and defeating the measure.
 
If the bylaws require a majority vote of those “present” at the meeting (whether or not they vote), the measure will technically not pass because it did not get a majority of the 16 Directors present. But who will remember that technicality? And will the Board treat the measure as having been passed when it really wasn’t?
 
If the Board does remember the technicality (or even if it doesn’t), consider the opposite situation. A controversial measure is favored 8-7 by the other Directors, but the Chair, who favors this measure, cannot vote to give it the ninth vote necessary to obtain a majority of those present at the meeting. This measure would fail, despite the support of the Chair, who would otherwise create the majority and be decisive in passing the measure.
 
It may seem like a good idea to keep the Chair “above the fray,” but it does a disservice to the Chair – and ultimately to the organization.
Tuesday, February 6, 2007

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