Abstentions

[LoriS]

In a meeting, during a vote, members of the Board are to abstain if the vote involves a conflict of interest with another organization they represent. If after the meeting, management notes that a (new) member should have abstained but didn't, how does one note that in minutes? If they didn't move to abstain on their own, but need to.

[George Mervosh]

On 9/30/2022 at 10:33 AM, LoriS said:

In a meeting, during a vote, members of the Board are to abstain if the vote involves a conflict of interest with another organization they represent. If after the meeting, management notes that a (new) member should have abstained but didn't, how does one note that in minutes? If they didn't move to abstain on their own, but need to.

The minutes are a record of what was done during the meeting itself.  No observations made after the meeting ended should be included at all in the minutes.

[Atul Kapur]

I agree with what Mr. Mervosh has said.

If that one person's vote would have affected the outcome and your rules require that person to not vote, then a point of order may be raised at the next meeting and that vote may be null and void.

Otherwise, be aware and don't let this error happen again.

[Josh Martin]

On 9/30/2022 at 12:25 PM, Atul Kapur said:

If that one person's vote would have affected the outcome and your rules require that person to not vote, then a point of order may be raised at the next meeting and that vote may be null and void.

I think it would also need to be the case that the rule, in fact, deprives the member of the right to vote in these circumstances. I would need to see the wording of the rule in question to be certain whether this is the case.

Edited September 30, 2022 at 06:12 PM by Josh Martin

[Richard Brown]

I agree that the outcome could be different if there is a bylaw provision  which actually requires that a person with such a conflict to abstain  or recuse himself from voting. I question whether a rule of order would be sufficient. I’m curious as to whether my colleagues believe that a rule of order would be sufficient.

[Josh Martin]

On 9/30/2022 at 1:35 PM, Richard Brown said:

I agree that the outcome could be different if there is a bylaw provision  which actually requires that a person with such a conflict to abstain  or recuse himself from voting. I question whether a rule of order would be sufficient. I’m curious as to whether my colleagues believe that a rule of order would be sufficient.

A rule of order certainly would not be sufficient to deprive a member of their right to vote.

[Richard Brown]

On 9/30/2022 at 2:03 PM, Josh Martin said:

A rule of order certainly would not be sufficient to deprive a member of their right to vote.

Thank you.  That is my thinking as well, but I became concerned with a couple of comments above that say there would have to be a "rule" to that effect.   That could lead readers to believe that something like a special rule of order would be sufficient, rather than it having to be a provision in the bylaws. It even caused me to question my own understanding that only a bylaw provision could actually require that a member abstain from voting.

[Atul Kapur]

Josh, I don't see the difference between

On 9/30/2022 at 1:25 PM, Atul Kapur said:

your rules require that person to not vote

and

On 9/30/2022 at 2:11 PM, Josh Martin said:

the rule, in fact, deprives the member of the right to vote

Can you explain the distinction, please?

 I agree that either rule would need to be in the bylaws.

[Joshua Katz]

On 9/30/2022 at 8:44 PM, Atul Kapur said:

Can you explain the distinction, please?

 

Well, I'm the wrong Josh, but I think the distinction is that the first assumes the person has the right to vote, and requires him to not exercise it, while the latter takes away the right.

[Gary Novosielski]

On 10/1/2022 at 9:03 AM, Joshua Katz said:

Well, I'm the wrong Josh, but I think the distinction is that the first assumes the person has the right to vote, and requires him to not exercise it, while the latter takes away the right.

A distinction without a difference.

[Josh Martin]

On 9/30/2022 at 8:44 PM, Atul Kapur said:

Josh, I don't see the difference between

and

Can you explain the distinction, please?

 I agree that either rule would need to be in the bylaws.

I think it is conceivable that a rule would "require" persons to abstain from voting, but that a person would retain the right to vote, and the mechanism for enforcement of the rule would be disciplinary proceedings.

[Atul Kapur]

I have to agree with Mr. Novosielski,

A distinction without a difference,

as the same mechanism would come into play if a member deprived of the right to vote improperly voted.

[Alicia Percell, PRP]

I agree that it would take a bylaw to compel a person to abstain on a vote.  Interestingly, I couldn't find a passage which directly says that, and that makes it a little messy to develop the argument.

Because members have a RIGHT to vote, RONR 45:4 says you can't compel them to abstain even when there's a conflict of interest.  That's a rule of order, which normally could be trumped by a special rule of order.  But RONR 1:4 also says you can't deprive an INDIVIDUAL member of one of their basic rights except through disciplinary proceedings...and RONR 25:11 says you can't even do it with a suspension of the rules, which would normally be enough to overcome a special rule of order.  Membership rights are a subject for the bylaws (56:2, 56:19-20), and even a member who is late paying his dues can't have voting rights suspended unless the bylaws so provide.  The overall picture leads me to say that a requirement to abstain under certain circumstances would have to be a bylaw.

If we had a copy of the claimed rule/bylaw, along with clarification of which of those two it is, we (probably?) wouldn't be debating whether there's a difference between requiring a person to not vote versus depriving a person of the right to vote.  🙂