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Guest David Dick

Not Voting vs Abstaining

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Guest David Dick

I'm a member of a Board the bylaws of which provide that the Chair does not vote except to make or break a tie. Our bylaws also require that a reason be noted in the minutes for all abstentions. Two questions:

1. 

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Guest Continued question

1. Is the Chair "abstaining" when he/she doesn't vote on a matter or is the Chair simply "not voting" because the bylaws prohibit it.

2. If the Chair is "abstaining," should there be a notation such as "Chair not voting" or something similar when it is noted in the minutes?

Thanks.

 

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1.  The chair is abstaining, at least as far as RONR.  If the chair has no RIGHT to vote under your bylaws, then they're not abstaining.  I don't know that it really matters.

2.  No, abstentions are not noted in the minutes.  The minutes should simply say that the motion was adopted/not adopted.

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4 hours ago, Guest Continued question said:

1. Is the Chair "abstaining" when he/she doesn't vote on a matter or is the Chair simply "not voting" because the bylaws prohibit it.

2. If the Chair is "abstaining," should there be a notation such as "Chair not voting" or something similar when it is noted in the minutes?

1. If the bylaws prohibit the chair from voting unless to make or break a tie, this is not an abstention. An abstention is to voluntarily refrain from voting. If the chair has the right to vote, but does not do so by custom, then it is an abstention.

2. You say that your bylaws require a reason, and “chair not voting” doesn’t include a reason. If it turns out that this is an abstention, I would say “The chair did not vote due to custom.”

4 hours ago, Joshua Katz said:

1.  The chair is abstaining, at least as far as RONR.  If the chair has no RIGHT to vote under your bylaws, then they're not abstaining.  I don't know that it really matters.

2.  No, abstentions are not noted in the minutes.  The minutes should simply say that the motion was adopted/not adopted.

But Mr. Katz, the OP stated that “Our bylaws also require that a reason be noted in the minutes for all abstentions.”

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1 minute ago, Josh Martin said:

But Mr. Katz, the OP stated that “Our bylaws also require that a reason be noted in the minutes for all abstentions.”

It seems your reading was more careful than mine.  OP:  Listen to Mr. Martin, not to me (good advice in general, as well).

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On 10/10/2017 at 7:29 PM, Josh Martin said:

1. If the bylaws prohibit the chair from voting unless to make or break a tie, this is not an abstention. An abstention is to voluntarily refrain from voting. If the chair has the right to vote, but does not do so by custom, then it is an abstention.

2. You say that your bylaws require a reason, and “chair not voting” doesn’t include a reason. If it turns out that this is an abstention, I would say “The chair did not vote due to custom.”

But if the bylaws explicitly provide that the chair may not vote, that seems to me to be more than mere custom.

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20 hours ago, Gary Novosielski said:

But if the bylaws explicitly provide that the chair may not vote, that seems to me to be more than mere custom.

I agree completely. My hedging is largely due to not seeing the exact language of the bylaws.

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On 10/10/2017 at 7:29 PM, Josh Martin said:

... But Mr. Katz, the OP stated that “Our bylaws also require that a reason be noted in the minutes for all abstentions.”

All that that means is that the minutes are required to say why the chair abstained, without mentioning that he or she didn't.

(It's a finely nuanced point, I'll grant.)

Edited by Gary c Tesser
clarification

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2 hours ago, Gary Novosielski said:

I wonder: If the bylaws say that the reason for abstentions must be recorded, would I as a member automatically have a duty to give a reason, and could I be compelled to offer one?  

If the bylaws simply say that the reason for abstentions must be recorded, I suppose that the secretary will record that members abstained because they didn't want to vote. 

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