No Officer Votes
Adams Stirling PLC


QUESTION: Our board originally had 5 directors. One moved away. With only 4 members, it seemed like the board always deadlocked with 2-2 votes. Since one of our directors is both secretary and treasurer, the president said this entitles him to two votes. Is this legal?

ANSWER: Your secretary/treasurer cannot raise both hands each time he votes. It does not matter that a director holds two offices since officers do not vote; only directors cast votes. If you have four directors, you have four votes--one for each director. 

[Officers] cannot vote twice, once as a member, then again . . . [as an] officer. (Robert's Rules, 11th ed., p. 406.)

If the board cannot agree on who to appoint to the empty seat, they should let the membership elect someone to fill the seat.


QUESTION: I'm wondering about your statement that officers can't vote. We have 5 directors on our board, four of which are officers (president, VP, secretary, and treasurer). Does that mean only one director, the one who is not an officer, can vote?

ANSWER: A lot of people are confused by the difference between officers and directors. Directors are elected by and represent the membership, while officers are chosen by the board to keep minutes, oversee financials, etc. Merely being an officer does not give one the power to vote. In many sets of bylaws, officers need not be directors. When directors cast votes, they may incidentally be officers but when they vote, they vote as directors, not officers. The president, vice president, secretary and treasurer are allowed to vote if they are directors--but they are doing so as directors, not officers.

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Adams Stirling PLC