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Voting protocol when you have a three person board and two members abstain from voting on a motion


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We have a three person foundation board. Recently it had before it a motion to approve a grant to a local nonprofit. Two of the three foundation board members are also board members of the nonprofit, so they abstained from voting because they believed that there was a conflict of interest. This meant that only one board member remained available to vote. Therefore, she made the motion, seconded it and voted affirmatively. Was there a better way to handle this situation? 

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In certain contexts NOT described in RONR, but possibly applicable to your organization, state administrative codes implement a so-called "doctrine of necessity" which allows otherwise conflicted members to vote if their recusal would leave the board with an insufficient number of voting members to reach a decision.  Whether or how this might apply to you is unknown to me. I mention this only as a suggestion for research beyond this forum.

Under the rules in RONR, the matter would never come up, as restrictions apply only to cases of personal or pecuniary interests not shared with other members, which I'm not certain is the case here, and are voluntary on the part of the member, who can in no instance be forced to abstain.

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