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Guest Beth

Board members refuse to vote

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Guest Beth

We have a Board of four people for our Homeowners Association.  A motion has been made by one member and seconded by another but the other two members refuse to respond in any way to the motion.  Does their lack of response become a “yes” vote?

Thank you for your consideration of this question.  

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No -- the unresponsive pair are merely abstaining.  Only those who vote should be counted.

Edited by jstackpo
Added sentence.

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Dr. Stackpole is correct. In addition, unless your rules require the vote of a majority of the entire board or the vote of a majority of those members present, a vote of two yes votes, zero no votes and two abstentions is a majority vote.  It is a 2 to 0 vote. 

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Guest Beth

Since it is a board of just four people and two of four is not a majority, do the (undeclared) abstainers effectively defeat the motion?

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1 minute ago, Guest Beth said:

Since it is a board of just four people and two of four is not a majority, do the (undeclared) abstainers effectively defeat the motion?

No. A majority vote, unless another threshold applies, is a majority of those voting. Thus, in an assembly of 100, if 99 abstain and one votes yes, the motion carries. Abstaining is not voting yes, and it is not voting no. It is simply not voting.

 

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Guest Beth

Thank you all for your responses.  Our bylaws say this:

“Every act or decision done or made by a majority of the (board) members present at a duly held meeting at which a (board) quorum is present shall be regarded as the act of the Board. “

In the situation I am describing, all four board members were present but two refused to respond.   Does the motion still pass?  

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Guest Beth

Thank you for clarifying and thank you for the time you took to address my question. Any further thoughts are welcome.  

 

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I agree with Dr. Stackpole.  Your particular bylaws require the vote of a majority of the members present.  So, if you had four board members present,  a motion requires three yes votes in order to pass.

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