AGAIN, COA BOD'S ABSTAINING FROM VOTING

From my speaking with someone who is somewhat of an expert on Robert's Rule of Order, if you have a 7 person BOD and all are present at said meeting and a motion is to be voted on, you would need 4 yes votes to pass a motion. If one person abstains, two persons vote no, then the motion would not pass. You need a majority of the eligible votes, 7 eligible and 4 would be a majority.

I think this statute says (in both sections) that abstentions and non-votes are the same thing and both have no effect on the result.

There are two ways to count abstentions/non-votes. If the rules state that an action shall be taken at a meeting upon affirmative vote by a majority of those voting, then abstentions/non-votes have no effect. If the rules state that an action shall be taken at a meeting upon affirmative vote by a majority of those present, then abstentions/non-votes effectively go with the Nays.

I suspect this statute is a "default" rule for organizations that don't have a rule about this in their governing documents. Somewhere else in the statute, it probably says these are the rules where an Association has no conflicting rule in their governing documents, but an Associations governing documents shall supersede the statute.

I think Roberts Rules provides a default that abstentions go with the Nays (as RichardP indicated, although his math may be off). I'm pretty sure Roberts Rules state that the Chair of a body may only vote to break a tie, but I think this is rarely followed by most organizations. In any event, an Association's governing documents supersede, and Roberts Rules have no actual authority unless so stated by the governing documents or statute.

Linda, if your Bylaws state that an action taken up by the Board shall succeed upon affirmative vote of a majority of Directors present at a meeting of the Board, then abstentions go with the Nays. Do your Bylaws say anything about conducting Board meetings according to Roberts Rules? It's not an imperative unless there is a state law or a provision in your Bylaws.

Your President can probably vote as he chooses or not at all – just like any other Director. Each Director has one vote and an equal say (technically) on any action of the Board.

Michael,

I suggest you read the statute again; you're interpretation is all wrong. The statute is very clear; an abstention is a non-vote -- period. Only if the director does NOT state he is abstaining and chooses not to vote does his vote count as a yes vote. Whether the bylaws state an action is taken upon affirmative vote by a majority of those voting or a majority of those present has no bearing on this whatsoever. Nowhere in the statute does it say the assn's gov docs supercede this law.

RONR says:
If a presiding officer is a member of the assembly or voting body, he has the same voting right as any other member. Except in a small board or committee, however - unless the vote is secret (ballot) - the chair protects his impartial positions by exercsing his voting right only when his vote wold affect the outcome, in which case he can either vote and thereby change the results, or he can abstain. If he abstains, he simply announces the result with no mention of his own vote. RONR - 10th edition - Handling of a Motion. page 50.
NOTE: the "Except in small boards . . "

The presiding officer, if a member of the assembly, can alway vote in the case of a ballot at the time other members do. RONR 10th edition: Other Methods of Voting - Voting by Ballot page. 400

and page 392 - The Votes and Cases in which the Chair's vote affects the Result
If the presiding officer is a member of the assembly, he can vote as any other member when the vote is by ballot. In all other cases the president officer can, (but is not obligated to) vote whenever his vote will affect the result - that is, he can vote whether to break or to cause a tie; or in a case where 2/3 vote is required, he can vote cause or to block the attainment of the necessary 2/3s.

The chair cannot vote twice, once as a member, then again in his capacity as presiding officer.

Procedure in Small Boards - page 470
In a board meeting where there are not more than about a dozen members present, some of the formality that is neccessary in a large assembly would hinder business. The rules governing such meeting are different from the ruls that hold in other assemblies . . .
The chairman can speak in discussion without rising or leaving the chair, and subject to rule or custom within the particular board . . he usually can make motions and usually votes on all questions.

Michael,

No problem. I sometimes make an error also; it's human nature. I admire people who can admit to it; many cannot, you know.