Is it considered a unanimous vote if one board member is absent?

[Guest Nicole]

If a vote requires a "unanimous" vote and there are 3 total board members, but 1 is excused/absent from the meeting, and the remaining 2 are present and vote the same way- is that considered unanimous?

 

The context of the unanimous vote is as follows. 

 

Section 505.10 | Acceptance and disposition of property.. "When a township has title to real property, and the board of township trustees wishes to sell or otherwise transfer the property, the board, upon a unanimous vote of its members and by resolution, may authorize the transfer and conveyance of that real property to any person upon whatever terms are agreed to between the board and that person."

[Gary Novosielski]

Where does that quoted language come from? 

If you're asking for a legal interpretation of that poorly written language, we don't do that here.  You'll need to consult an attorney.

In RONR, there is a procedure called unanimous consent, where non-controversial matters can be quickly authorized as long as no one audibly objects.  In this case no vote is taken.

No situation in RONR ever requires a unanimous vote for any reason.  The only time unanimous votes are mentioned is when it is pointed out that certain things are prohibited even with a unanimous vote.  So the term unanimous vote never needs to be defined.  One of these rules states that a unanimous vote cannot violate the rights of absentees, so it is clear that the authors believe it is possible to have a unanimous vote even when there are absentees. (It just won't do any good, if it would go against their interests.)

I know many people consider any vote with no expressed dissent as being unanimous.  Absentees and abstentions would not affect the unanimity of the vote.  But reading that regulation you quoted, it occurs to me that the drafters may have had something else in mind.  Or maybe not.

Edited May 11, 2023 at 04:13 PM by Gary Novosielski
clarity

[Josh Martin]

On 5/11/2023 at 10:02 AM, Guest Nicole said:

If a vote requires a "unanimous" vote and there are 3 total board members, but 1 is excused/absent from the meeting, and the remaining 2 are present and vote the same way- is that considered unanimous?

It is a unanimous vote so far as RONR, the common parliamentary law, and the ordinary dictionary meaning of the word "unanimous" are concerned.

But I do not have the slightest idea whether this constitutes "a unanimous vote of its members" for purposes of the cited statute. That is a question for an attorney.

I would note that "unanimous vote" and "unanimous vote of its members" do not necessarily mean the same thing. It may be that the statute in question requires the approval of all members of the board, whether they are present or not. As previously noted, that is a question for an attorney.

Edited May 11, 2023 at 05:53 PM by Josh Martin

[Guest Nicole]

This text is from the Ohio Revised Code. 

I guess simply put- Is it considered a unanimous vote if only 2 out of 3 board members are present for a board meeting, and both of those board members vote YES on a resolution? The third board member was excused from the meeting and therefore did not participate in voting on said resolution. 

But i gather that wouldn't be a RONR thing. 

I only ask because a resident is disputing the validity of the Resolution due to the 3rd board member not being present for that meeting, stating that it is not a unanimous vote if all three board members were not present to vote. 

 

Roll Call: L: Yes, H: Yes, F: Excused
Resolution 2022-155 – Sale of 1963 house, including Interest and Title to Housing and Development Foundation
L made motion to adopt, H seconded
Roll Call: L: Yes, H: Yes, F: Excused

[Atul Kapur]

On 5/11/2023 at 1:56 PM, Guest Nicole said:

This text is from the Ohio Revised Code.
....
But i gather that wouldn't be a RONR thing. 

I only ask because a resident is disputing the validity of the Resolution due to the 3rd board member not being present for that meeting, stating that it is not a unanimous vote if all three board members were not present to vote. 

You are correct, interpretation of the Ohio Revised Code is not "a RONR thing." It is a legal interpretation thing, requiring a lawyer.

[Josh Martin]

On 5/11/2023 at 12:56 PM, Guest Nicole said:

This text is from the Ohio Revised Code. 

I guess simply put- Is it considered a unanimous vote if only 2 out of 3 board members are present for a board meeting, and both of those board members vote YES on a resolution? The third board member was excused from the meeting and therefore did not participate in voting on said resolution. 

But i gather that wouldn't be a RONR thing. 

I only ask because a resident is disputing the validity of the Resolution due to the 3rd board member not being present for that meeting, stating that it is not a unanimous vote if all three board members were not present to vote. 

Roll Call: L: Yes, H: Yes, F: Excused
Resolution 2022-155 – Sale of 1963 house, including Interest and Title to Housing and Development Foundation
L made motion to adopt, H seconded
Roll Call: L: Yes, H: Yes, F: Excused

Once again, "if only 2 out of 3 board members are present for a board meeting, and both of those board members vote YES on a resolution," that is a "unanimous vote" so far as RONR, the common parliamentary law, and the ordinary dictionary meaning of the word "unanimous" are concerned.

But whether "if only 2 out of 3 board members are present for a board meeting, and both of those board members vote YES on a resolution" constitutes a "unanimous vote of its members" for purposes of the Ohio Revised Code is a question which is beyond the scope of RONR and this forum, and should be directed to an attorney.

[Richard Brown]

On 5/11/2023 at 10:02 AM, Guest Nicole said:

. . . the board, upon a unanimous vote of its members and by resolution, may authorize the transfer and conveyance of that real property

I agree with my colleagues that under the rules in RONR, a vote of 2 to 0 with one abstention or absent number would constitute a “unanimous vote“ because there were no “NO” votes  

However, I personally interpret the  statute as requiring the unanimous vote of all the members and therefore a vote of 2 to 0 with one member  absent or abstaining would not constitute a unanimous vote for the purposes of the statute. I interpret it as requiring the concurrence (or yes vote) “of the entire membership“, not a unanimous vote of those present and voting or even of those present.   However, that is a legal question about which you should consult an attorney.

 

[Crayons Guest]

What constitutes a quorum for your committee of 3?...or does that even matter??

 

[Josh Martin]

On 5/11/2023 at 7:03 PM, Crayons Guest said:

What constitutes a quorum for your committee of 3?...or does that even matter??

If the board did not have a quorum, that would indeed matter, and not only this item, but all business conducted at the meeting would be null and void.

If the board's rules and applicable law are silent on this matter, a quorum is a majority of the board's members - so two members for a board of three.

[puzzling]

On 5/11/2023 at 6:56 PM, Guest Nicole said:

Roll Call: L: Yes, H: Yes, F: Excused
Resolution 2022-155 – Sale of 1963 house, including Interest and Title to Housing and Development Foundation
L made motion to adopt, H seconded
Roll Call: L: Yes, H: Yes, F: Excused

Wondering if F was present or not.

From your description I made up that F was not present but from your roll call I make up that F was present but just not voting.

[Gary Novosielski]

On 5/12/2023 at 8:31 AM, puzzling said:

Wondering if F was present or not.

From your description I made up that F was not present but from your roll call I make up that F was present but just not voting.

Why would it matter?  As far as RONR is concerned, and since a quorum is present, it wouldn't make any difference, and as far as the statute is concerned, we have no idea.  It is possible that the answer in Ohio has been settled by case law that we would have no knowledge of, but that an attorney in that jurisdiction presumably would have access to.

Edited May 12, 2023 at 03:41 PM by Gary Novosielski

[Josh Martin]

On 5/12/2023 at 7:31 AM, puzzling said:

Wondering if F was present or not.

From your description I made up that F was not present but from your roll call I make up that F was present but just not voting.

My understanding from the facts presented is that F was not present. Generally, the term "excused" is used in a roll call in assemblies where attendance is required, but the assembly's rules also provide a mechanism for an "excused absence" under specified conditions. The roll call then indicated whether a member's absence is excused or unexcused.

In any event, I concur with Mr. Novosielski that I don't believe it makes a difference for the purposes of the original question.

[Richard Brown]

On 5/12/2023 at 7:31 AM, puzzling said:

Wondering if F was present or not.

For the purposes of Guest Nicole's question and based ono the information she provided, it makes no difference.