Recusal

[Securis]

In a standard vote, I understand that an abstention, while not a yes or a no, counts as a no vote for purposes of majority. But what happens if a member recuses themselves from a vote due to conflict of interest? Considering that quorum isn't broken by the recusal, are they still considered part of the voting body for the issue at hand?

[Rob Elsman]

See FAQ 4 on the official Robert's Rules of Order website, www.robertsrules.com

[Gary Novosielski]

On 6/23/2023 at 3:36 PM, Securis said:

In a standard vote, I understand that an abstention, while not a yes or a no, counts as a no vote for purposes of majority. But what happens if a member recuses themselves from a vote due to conflict of interest? Considering that quorum isn't broken by the recusal, are they still considered part of the voting body for the issue at hand?

Well, that's incorrect.  In a standard vote, an abstention does not count.  A majority means more Yes votes than No votes, and an abstention is not a vote at all.  There are some non-standard votes where this is not the case, but that does not appear to be relevant to this question.

If the rules in RONR apply, a recusal is simply an intent to abstain.  Quorum can't be "broken" by recusal because quorum does not depend on how many people vote.  It depends only on how many people are present.  Quorum is achieved when a sufficient number of members are in the room, whether they vote or not.

But if you have special provisions in your bylaws for how votes are cast and how quorum is achieved, please tell us what they say.

 

[Gary Novosielski]

Duplicated

Edited June 23, 2023 at 08:52 PM by Gary Novosielski

[Josh Martin]

On 6/23/2023 at 2:36 PM, Securis said:

In a standard vote, I understand that an abstention, while not a yes or a no, counts as a no vote for purposes of majority.

You understand incorrectly. In a "standard vote," an abstention is not counted in determining the result. By default, the requirement for adoption is a majority of the members present and voting. A member who abstains is not voting, and is therefore not included in this total.

There are some less common circumstances in which an abstention may have the same effect as a "no" vote, such as when the vote is based on a proportion of members present or of the entire membership.

See FAQ #6 for more information.

On 6/23/2023 at 2:36 PM, Securis said:

But what happens if a member recuses themselves from a vote due to conflict of interest?

The reasons why the member abstains are immaterial so far as RONR is concerned.

On 6/23/2023 at 2:36 PM, Securis said:

Considering that quorum isn't broken by the recusal, are they still considered part of the voting body for the issue at hand?

So far as RONR is concerned, yes, the member is still a "part of the voting body," not that this necessarily matters (see above). But if your organization's rules or applicable law provide that members must recuse themselves under certain circumstances, that may change things.

Edited June 23, 2023 at 09:10 PM by Josh Martin

[Securis]

Thank you for helping me understand. Our bylaws have no special provisions regarding votes. Just the usual quorum/majority to resolve the question. 

In this particular situation, motion was made and seconded. Board of 7, 1 absent, 6 in attendance so quorum is met. The vote is taken 3 yays, 1 nay, 2 abstaining. I called the resolution passed. But then our management company second guessed the result the next day over the phone. They were uncertain if 3 yays versus the 3 other declarations caused a tie and a negative outcome. Based on what's being said, it seems my call was the correct result. 

[Gary Novosielski]

On 6/23/2023 at 8:35 PM, Securis said:

Thank you for helping me understand. Our bylaws have no special provisions regarding votes. Just the usual quorum/majority to resolve the question. 

In this particular situation, motion was made and seconded. Board of 7, 1 absent, 6 in attendance so quorum is met. The vote is taken 3 yays, 1 nay, 2 abstaining. I called the resolution passed. But then our management company second guessed the result the next day over the phone. They were uncertain if 3 yays versus the 3 other declarations caused a tie and a negative outcome. Based on what's being said, it seems my call was the correct result. 

Yes, it was.  A 3-1 vote meets the threshold for a majority, two thirds, or even three fourths!

The Management Company is simply wrong.  Did they have a dog in this fight for some reason?  Not only are they wrong, but they don't have a vote, can't raise a Point of Order, and even if they could, it would not be timely a day later.

[Securis]

On 6/23/2023 at 8:43 PM, Gary Novosielski said:

 Did they have a dog in this fight for some reason?  

This is small time stuff but people are involved. They were more concerned with blowback because the decision was contentious and didn't want to have an error called and then have to deal with righting everything. 

[Gary Novosielski]

On 6/23/2023 at 9:35 PM, Securis said:

This is small time stuff but people are involved. They were more concerned with blowback because the decision was contentious and didn't want to have an error called and then have to deal with righting everything. 

Well, a 3-1 vote doesn't sound all that contentious, but i know what you mean.

[Joshua Katz]

Worth remembering that the management company works for the board, not the other way around.

[Atul Kapur]

On 6/23/2023 at 8:35 PM, Securis said:

But then our management company second guessed the result the next day over the phone.

Any challenge to the declaration of the result needs to occur in a timely manner. This is too late.

As others have said, it passed unless you have special rules regarding voting.

 

[Josh Martin]

On 6/23/2023 at 7:35 PM, Securis said:

Thank you for helping me understand. Our bylaws have no special provisions regarding votes. Just the usual quorum/majority to resolve the question. 

In this particular situation, motion was made and seconded. Board of 7, 1 absent, 6 in attendance so quorum is met. The vote is taken 3 yays, 1 nay, 2 abstaining. I called the resolution passed. But then our management company second guessed the result the next day over the phone. They were uncertain if 3 yays versus the 3 other declarations caused a tie and a negative outcome. Based on what's being said, it seems my call was the correct result. 

Yes, this is correct. A vote of 3-1 is sufficient to adopt a motion, unless something in your rules suggests otherwise. In the general case, abstentions do not count one way or the other.