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Abstentions


Guest Ann

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We are having some difficulty convincing some board members how abstentions work. Would someone settle it for us outside our small society? We have 19 board members. On a 2/3 vote with one person abstaining, how many votes in the affirmative are required to pass the measure. The argument is whether or not the one abstention is removed from the 19 (which would make 2/3 12 votes in the affirmative) or if the abstention simply becomes a 'no' vote since it cannot be an affirmative and be part of 2/3 of 19 which would be 13 votes. Thanks.

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We know it is not a vote but that's still where we have some members who disagree, we have read all of the materials. The question is WHEN is it not a vote? Is it not a vote so it is removed from the total number of votes available to be cast which in our case is 19 so 2/3 is 13 votes, or is it not a vote when the votes are counted making the available votes only 18 so the 2/3 would be only 12 votes.

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Perhaps I'm not expressing this correctly. If a 2/3 vote is required of a 19 person board where there are 19 people present, if one person abstains from voting, what is the number of affirmative votes required to pass a measure requiring 2/3 votes, 12 or 13? Thanks.

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Perhaps I'm not expressing this correctly. If a 2/3 vote is required of a 19 person board where there are 19 people present, if one person abstains from voting, what is the number of affirmative votes required to pass a measure requiring 2/3 votes, 12 or 13? Thanks.

If the voting threshold is a majority of those presented and voting: any combination where there are at least twice as many affirmative votes (than negative votes) will adopt the motion. In theory, a two in favor and one against,(or just one affirmative, with zero negative votes for that matter) will adopt the motion (ignore the abstentions).

If the voting threshold is a majority of those present and 19 members are present, you need 13 affirmative votes to adopt the motion (ignore the abstentions).

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With a few exceptions (when the bylaws require a higher voting threshold or RONR requires a majority of the entire membership [of the body which is meeting]) the result is calculated from the total number of actual votes cast. So if out of 19 members present 18 of them vote it would take at least 12 for a motion requiring a 2/3 vote to properly pass. A good way to figure out whether a motion passed by a 2/3 vote is whether at least twice the number of members voted in favor of it as opposed to those who voted against it.

What is your voting threshold? A majority of those present and voting; or a majority of those present?

...Or if there are a total of 19 members on the Board (as Ann seemed to suggest in her original post) a majority of the entire membership (of the Board)?

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If a 2/3 vote is required of a 19 person board where there are 19 people present, if one person abstains from voting, what is the number of affirmative votes required to pass a measure requiring 2/3 votes, 12 or 13?

If a two-thirds vote is needed, you just need at least twice as many "yes" votes as "no" votes.

A vote of 1-0, with all other members abstaining, will meet the requirement of a two-thirds vote. If eighteen members vote, you'll need at least twelve affirmative votes (e,g. a vote of 12-6).

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Thanks. The question we couldn't resolve was not how many people were present and voted but how many were required to make a 2/3 majority of all the directors of the board which is the threshold for this particular vote. Some thought it would be 12 since a person did not vote but others thought it would be 13 since the requirement is 2/3 of the members, not just the members present.

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...Or if there are a total of 19 members on the Board (as Ann seemed to suggest in her original post) a majority of the entire membership (of the Board)?

Well, if the threshold is based on the total number of board members (instead of the board members present) and all nineteen members are present, the answer would still be thirteen.

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a 2/3 majority of all the directors of the board

How many director are there? In other words, if you counted "all the directors of the board", what would the result be? You said in your first post you had 19 board members, so we must assume that is the answer.

Now, what is 2/3 of 19? Well, it's 12.6666666666666666~.

So, you need at least 12 2/3 affirmative votes. You can imagine that means 13.

As Edgar hinted at, the phrase "2/3 majority" causes some discomfort for some here, in that it is not a phrase supported by RONR, where you can have a majority vote, or a 2/3 vote, but not both. But we'll leave it to you to figure out what "2/3 majority" means.

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As Edgar hinted at, the phrase "2/3 majority" causes some discomfort for some here,

Well, I certainly didn't intend to hint at that since I'm not one of those made uncomfortable by the phrase "2/3 majority". I also don't lose any sleep over "simple majority" or "super majority".

What I was distinguishing between was a two-thirds vote and the affirmative vote of two-thirds of the entire membership of the board.

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Well, I certainly didn't intend to hint at that since I'm not one of those made uncomfortable by the phrase "2/3 majority". I also don't lose any sleep over "simple majority" or "super majority".

What I was distinguishing between was a two-thirds vote and the affirmative vote of two-thirds of the entire membership of the board.

Ah, yesss.... good point..... forgive me for dragging you in deeper. <winky face here>

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Thanks. The question we couldn't resolve was not how many people were present and voted but how many were required to make a 2/3 majority of all the directors of the board which is the threshold for this particular vote. Some thought it would be 12 since a person did not vote but others thought it would be 13 since the requirement is 2/3 of the members, not just the members present.

You do realize that this is a VERY DIFFERENT QUESTION than the one you asked, right?

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Thanks. The question we couldn't resolve was not how many people were present and voted but how many were required to make a 2/3 majority of all the directors of the board which is the threshold for this particular vote. Some thought it would be 12 since a person did not vote but others thought it would be 13 since the requirement is 2/3 of the members, not just the members present.

You've actually managed to mix in all three of the general bases for voting:

Present and voting (at the meeting and casting an aye or no vote)

Members present (at the meeting, regardless of voting or abstaining)

Entire membership (member of the assembly, whether present or not)

Once you're clear on what the true voting requirement is (the proportion that must concur, and the set of members to which the proportion applies -- p. 402 ll. 26-31) your answer should become clear.

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We know it is not a vote but that's still where we have some members who disagree, we have read all of the materials. The question is WHEN is it not a vote? Is it not a vote so it is removed from the total number of votes available to be cast which in our case is 19 so 2/3 is 13 votes, or is it not a vote when the votes are counted making the available votes only 18 so the 2/3 would be only 12 votes.

Abstentions simply are not counted and do not count, since those who abstain, although present, are not voting. Except forsome specific local rule of yours, nearly all votes are expressed as some fraction "of those present and voting".

So, a 2/3 vote is satisfied whenever Yes votes are at least twice as many as the No votes. People who vote neither yes nor no have not voted at all.

Similarly, a majority vote is satisfied whenever there are more Yes votes than there are No votes.

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