How to count votes for a motion?

Hello,

I am a new Board Member, and I am not quite understanding the vote count by email.

We are 7 members at the Board, there was a motion which was a request for architectural change that I submitted soI could not vote. There were 3 Yes, 1 No and 1 who did not vote.
Our Board is following the Robert's Rules, and I was told that "It takes two-thirds of the votes to pass a motion".

So, with 3 Yes, 1 No, the President concluded that the motion failed. I am confused!

Are they counting the member who did not vote as a No?

I guess I am missing something here but is there anyone who can help me out?

This might be helpful:

http://mrsc.org/Home/Stay-Informed/MRSC-Insight/April-2013/How-Are-Abstentions-Handled-When-Counting-Votes.aspx

Quote from article:
The basic principles in Robert’s Rules concerning abstentions are as follows:

* Abstentions are counted and noted, but not as a “yes” or “no” vote.
* An abstention does not affect the voting result. ...

oh that's great information! Indeed, it was a vote by email! Ok, everything makes sense now!
Thanks so much for your help!

Very good point John!

I was actually reading about that, but even if it's an ARC request from an owner that does not require a 2/3 majority vote, does it still require unanimous vote since it's by email?

Thanks!

OK, I will check the GA laws. Thank you!

According to Roberts Rules of Order you don't need 2/3rds. You only need a simple majority:

When a quorum [64] is present, a majority vote, that is a majority of the votes cast, ignoring blanks, is sufficient for the adoption of any motion that is in order, except those mentioned in 48, which require a two-thirds vote. . . .

Here is the link to the section 48 mentioned above:

48. Motions requiring more than a Majority Vote

Note: even that section specifies that:

Two-thirds Vote. A two-thirds vote means two-thirds of the votes cast, ignoring blanks which should never be counted.

I suspect that the President voted against the motion and doesn't want it to pass.
Ask that he shows you the 2/3 requirement.

I think there's confusion because of your various statements and us not knowing who made these statements. You're kind of mixing apples and oranges with the various statements too.

- You have 7 Board Members, but I only count 6 votes/abstentions. You abstained because you voting on your own arch change would be a conflict, another voter abstained for unknown reasons, 3 voted yes, 1 voted no . . . that's only 6 . . . where's the 7th? The Pres should vote along with everyone else and all Board member votes carry equal weight (typically).
- On one hand, you were told that "It takes two-thirds of the votes to pass a motion".
- On the other hand you had 3 "Yes" and 1 "No" vote (representing greater than two-thirds of the vote in favor of the motion), but the President concluded that the motion failed. Assuming Pres voted "No" too, then that would be 3 "Yes" to 2 "No", still greater than two-thirds.

For your/our complete understanding, you need to ask the President what their basis was for the motion failing. It should be for the reasons folks have indicated here, but it's not clear if your Pres is aware of that or is doing some sort of goofy math.

As others have said, if the vote was cast through email and not during a meeting, then that is typically considered "action without a meeting" and the vote typically has to be unanimous. In your case, the vote was not unanimous, so the motion should fail because of that. (Perhaps that's the President's reasoning too and you're confusing things with the other stuff you've been told and read.)

However if you were to hold the same vote during a properly called Board meeting (either in-person or through Zoom), and everyone voted exactly the same way, then the motion would pass because the vote met the proper "in favor" criteria . . . although with that, the typical criteria for this type of vote passing is a majority and not 2/3 or any other fraction. One important point . . . with an even number of votes; if the vote is split 50/50, then the motion does not pass because 50% is not majority.

Again, Jennifer, please read your Bylaws. They should say what % of Board votes are needed to approve a motion. Generally it is a simple majority. The Board cannot hang that to something else without a change to the Bylaws which often takes a vote by the membership.

Let us know what they say.

Presidents do vote in HOAs if they are directors and they're usually required to be directors in your Bylaws. It's on are Boards, say over 12 members, when presidents do not vote.

In HOAs, directors must vote to carry our their fiduciary duties. It's directors' duty & obligation to form policy, enforce their covenants, etc., etc. with their votes. To not vote is gross negligence of their obligations to your association.

On a 7 person BOD I was on, the Pres only voted in case of a tie. 3-3 or 2-2

That's unusual for an HOA board, JohnC, and it's Robert's Rules that advises that the prez votes only "to make or break a tie" for larger Boards--pretty sure they say 12 or more. .

A quorum, as defined, has to be established and the vote is tallied among those participating. The Bylaws or Declarations would provide the vote percentage required for passage.