FACT or FICTION:
President may only vote in case of tie
by Joel M. Kriger, Esq.
Many homeowner association boards routinely
follow this practice. While the president presides over the
meeting, he is prohibited from voting except in the case of a
tie. In this article, the A&K News researched the origins of
this practice and the law searching for the answer to this
question.
Parliamentary rules provide guidelines on calling a meeting to
order, making motions, adjournment of meetings, etc. While most
homeowners association follow some form of parliamentary
procedure, little is known on their origins. The parliamentary
rules most often used are the "Robert's Rules of
Order." These parliamentary rules originated in England in
the late 1870's to facilitate public debates. Some form of these
rules are used at meetings by board of directors, city councils,
homeowners associations, and other governing bodies.
Parliamentary procedures are not "laws." There is no
law prohibiting a board president from voting, or which mandates
that a president votes only to break a tie-vote. Parliamentary
rules are simply guidelines, which, through the passage of time,
have become standardized. The only reference to parliamentary
procedures in the Civil Code (governing homeowner associations)
is at Section 1363 (d) which states that some form of
parliamentary procedure must be adopted and followed at
membership meetings. The civil code does not mandate
parliamentary rules at board meetings.
Dr. Charles H. Johnson, C.P.P. (Certified Professional
Parliamentarian), is the first vice-president of the American
Institute of Parliamentarians. In his 40 years of experience, he
has counseled city counsels, judges, homeowners associations, and
other governing bodies on parliamentary procedure. He says that
the board president can vote on a motion, unless prohibited by
the Bylaws. He adds that a president usually votes where it
"makes a difference" on the outcome of the vote. For
example, if there is a tie vote, the president can vote to break
the tie. If there is a 2-3 vote, the president can vote to tie-up
the vote, hence making it fail.
The California Corporations Code while not addressing this
question directly makes it very clear there is no distinction
between the board member's right to vote based upon the office
held. Section 7211(a)(8) provides that decisions made by a
majority of the directors present at a meeting duly held at which
a quorum is present is the act of the board.
Unless a rule has been adopted prohibiting the president from
voting under certain circumstances, or the Bylaws prohibit the
president from voting, all board members, including the president
has the right to vote on all matters.
© 1995 by Anderson & Kriger
