Dear Dinosaur: A motion was made by one board member. After discussion, the other board members did not feel adequately informed about the issue at hand to cast an educated vote. The board member who made the motion insisted on a vote. The vote was taken and resulted in one yes vote with 4 abstaining (in order to become adequately informed). Did it pass?
Answer: Under Robert’s Rules of Order, to abstain is to do nothing, and the abstentions are not counted. A motion needs a majority of votes cast to pass. So if one vote is cast, and it is in favor, the motion passes, because one is more than half of one. In your case, however, state law and your bylaws require that “a majority of directors present” must vote in favor for a motion to pass. State law and bylaws have more authority than Robert’s Rules. Since one is only 20% of the five directors present, not a majority, the motion failed.
Note that rather than abstaining, a board member could have moved to postpone the motion to the next meeting, or to refer it to a committee for study.
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Dear Dinosaur provides simple, practical answers to questions about Robert’s Rules and parliamentary procedure. Send your questions to Dear Dinosaur here. Our answers are based on Robert’s Rules of Order, Newly Revised, 12th edition. As always, nothing in this post constitutes legal or business advice. For complicated questions, seek a qualified authority.