We had a resignation for an open position last night at our board meeting. If we end up with a tie vote for the new position, which is a real possibility for us, what happens? Does the chair break the vote?

Let’s use the example of a seven-member board. After one resigns, that leaves six remaining members. If all six vote on the replacement (that includes the board chair voting) you could have a split of 3-3, which is a deadlock. You can continue discussing the situation, consider other candidates, and re-vote as often as you wish. There is no option for breaking the tie by the chair or anyone on the outside. As with any board action on a seven member board, there must be four votes in favor to transact any business, regardless of whether there is a vacant seat or not. As long as you remain 3-3, there is no replacement. It requires four yes votes to put a new member on the board.

The board chair gets one vote each time, same as everyone else. If the board continues to deadlock on every vote for nominating for the new position - and every other item of board business that comes up - then you simply remain deadlocked and nothing can be done. It is up to the remaining six board members to work it out.

My recommendation is that you find a neutral third party who is acceptable to both sides and vote to put that person in as the new board member. Sometimes this can work when it is a former board member respected by everyone on the board or an individual who publicly states that he or she will not run for election when the interim placement ends.

Be sure that you hold all replacement discussions in public and, if you interview candidates for the position, do it in public because as a general rule, discussions surrounding appointing new board members cannot be made in Executive session.

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