Abstaining or recusing yourself from a vote

[Guest Ann H.]

Hello: I just picked up a copy of RONR and am pouring through certain sections. I'm the president of a board for a small non-profit organization. We are going into a closed session to vote on an action. There have been very tense discussions around this vote, which has necessitated the need to incorporate it into a closed session. There are two board members that stand to personally benefit from this vote. In looking at RONR (11th ed) pg 407, I'm reading that no member can be compelled to refrain from voting. Can I get clarification on this? Can we as a board require someone to recuse themselves from a vote or abstain from voting due to the potential for a conflict of interest, if they stand to potentially benefit personally from the vote? I appreciate your help.

 

 

[Gary Novosielski]

19 minutes ago, Guest Ann H. said:

Hello: I just picked up a copy of RONR and am [poring] through certain sections. I'm the president of a board for a small non-profit organization. We are going into a closed session to vote on an action. There have been very tense discussions around this vote, which has necessitated the need to incorporate it into a closed session. There are two board members that stand to personally benefit from this vote. In looking at RONR (11th ed) pg 407, I'm reading that no member can be compelled to refrain from voting. Can I get clarification on this? Can we as a board require someone to recuse themselves from a vote or abstain from voting due to the potential for a conflict of interest, if they stand to potentially benefit personally from the vote? I appreciate your help.

Note that RONR says that members should not vote on a matter in which they have a personal or pecuniary interest not in common with others.  Apparently these two board members have an interest that is in common (with each other).  So the rule in RONR cannot be applied.  And even if it could, it is a "should" rule not a "must" rule.  As you noted, the definite rule is that no member can be compelled to refrain from voting.

To clarify the rule that no member can be compelled to refrain from voting: It means that no member can be compelled to refrain from voting; Period.  So, in order to have such a rule, it would have to be in your bylaws.

[Hieu H. Huynh]

Also see FAQ #9.

In addition to your copy of RONR, the In Brief book may be of use.

[Guest Who's Coming to Dinner]

4 hours ago, Gary Novosielski said:

Note that RONR says that members should not vote on a matter in which they have a personal or pecuniary interest not in common with others.  Apparently these two board members have an interest that is in common (with each other).

I think this is putting too fine a point on it. What if two members out of 100 stand to gain $1 million each on a "yes" vote? The "refrain" rule (advice?) goes right out the window because there is at least one other member in the same boat?

Anyway, this is an aside because I agree that Ms. Ann H.'s board cannot strip the right to vote from any member except by due disciplinary process.

[Richard Brown]

I agree that the members cannot be compelled to refrain from voting.  But, the organization does have some other options, such as a motion of censure or even disciplinary proceedings and ultimately expulsion from membership if the membership believes the members did not act in the best interests of the organization.  I'm not necessarily recommending that action, just pointing out that the officers and other members perhaps do have a bit of "leverage" for convincing these two members to abstain.

[Guest Ann H.]

This is very helpful - I wanted to make sure I was reading this correctly. One member benefits from a yes vote - the other benefits from a no vote. I'll speak to each of them and ask them to consider abstaining - but it's helpful perspective to understand that they can't be compelled to abstain. I had not considered the other options open to the Board, mentioned above. Also very helpful. Thank you all for commenting. 

[Gary Novosielski]

Well, if the two members benefit from opposite outcomes, you realize that if they both vote in their own interests, the votes will simply cancel out and the effect will be the same as if they both abstained.  I wouldn't spend a lot of time worrying about it

[SaintCad]

21 hours ago, Gary Novosielski said:

Well, if the two members benefit from opposite outcomes, you realize that if they both vote in their own interests, the votes will simply cancel out and the effect will be the same as if they both abstained.  I wouldn't spend a lot of time worrying about it

Not if the motion requires a 2/3 vote.

Both abstain:  20 yes, 10 no = motion adopted.

Both vote:  21 Yes, 11 no = motion fails.

Or what about if a majority of the membership is required where abstaining is effectively a no vote?

[Richard Brown]

3 hours ago, SaintCad said:

Not if the motion requires a 2/3 vote.

Both abstain:  20 yes, 10 no = motion adopted.

Both vote:  21 Yes, 11 no = motion fails.

Or what about if a majority of the membership is required where abstaining is effectively a no vote?

Valid points, but there is nothing to indicate that the vote being discussed has anything other than a normal majority vote requirement.  But, in the example you used, it would make a difference.

[Gary Novosielski]

On 10/24/2017 at 4:52 PM, SaintCad said:

Not if the motion requires a 2/3 vote.

Both abstain:  20 yes, 10 no = motion adopted.

Both vote:  21 Yes, 11 no = motion fails.

Or what about if a majority of the membership is required where abstaining is effectively a no vote?

Yes, I was speaking of the usual case of a majority vote.

[Guest Gumby Guest]

Realizing this is an old post I am truly surprised that no one has mentioned that 10 is NOT 2/3 of 20.

On 10/24/2017 at 4:52 PM, SaintCad said:

Not if the motion requires a 2/3 vote.

Both abstain:  20 yes, 10 no = motion adopted.

Both vote:  21 Yes, 11 no = motion fails.

Or what about if a majority of the membership is required where abstaining is effectively a no vote?

Therefore that motion would NOT pass.

[Richard Brown]

15 minutes ago, Guest Gumby Guest said:

Realizing this is an old post I am truly surprised that no one has mentioned that 10 is NOT 2/3 of 20.

Therefore that motion would NOT pass.

I think you need to re-read the hypothetical.  There are 30 votes.  20 members vote yes and 10 vote no.  The two members with a possible conflict both abstain.  20 is two  thirds of 30.  And it is also twice as many yes votes as no notes.  It is clearly a two thirds vote.

Here it is again:

On 10/24/2017 at 3:52 PM, SaintCad said:

Not if the motion requires a 2/3 vote.

Both abstain:  20 yes, 10 no = motion adopted.

Both vote:  21 Yes, 11 no = motion fails.

Or what about if a majority of the membership is required where abstaining is effectively a no vote?

In the second example, if one of the conflicted members votes and the other one votes no, the motion fails because a vote of 21 to 11 is not a two thirds vote.

[Gary Novosielski]

6 hours ago, Guest Gumby Guest said:

Realizing this is an old post I am truly surprised that no one has mentioned that 10 is NOT 2/3 of 20.

Therefore that motion would NOT pass.

Check your math.  The reason nobody mentioned it is that it is not so.   The motion certainly did pass, because 20-10 is a perfectly valid 2/3 vote.  

[Guest Gumby Guest]

So I'm no math wizard eh?

Delete the post.

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I typed this up immediately after posting but apparently failed to submit it.

 

[Joshua Katz]

5 hours ago, Guest Gumby Guest said:

So I'm no math wizard eh?

Delete the post.

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