Procedures are fundamental when it comes to nonprofit voting, and Robert’s Rules for voting abstentions ensures boards count votes accurately. Handling abstentions correctly reduces the chance that a vote could be challenged or dismissed.
An abstention sends a passive message to the other board members even when a board member has a valid reason for abstaining.
To improve your understanding of abstentions, this article outlines the following topics:
- What is an abstention?
- Abstentions according to Robert’s Rules of Order
- Reasons for nonprofit board members to abstain from a vote
- How to abstain from a vote
- How to record an abstention in nonprofit board meeting minutes
- Abstaining vs. recusing: what’s the difference
- Tips for handling abstentions
What Is an Abstention?
Simply put, an abstention refers to the decision by a board member (or member of another body) to not vote. Abstention doesn’t mean the board member is in favor of or against a vote – it simply means the board member made a conscious decision to not vote.
Board members should always have a sound reason for not voting as they must serve the nonprofit’s mission and act in its best interest.
Abstentions According to Robert’s Rules of Order
Robert’s Rules of Order explains the right way to do things when a board member is in doubt about voting rules. Usually, the bylaws for nonprofit boards will specify whether the issues will pass according to a simple majority or a two-thirds vote.
According to Robert’s Rules, abstention votes don’t count as a “yea” or “nay.” As a rule, abstentions don’t count and do not affect the outcome of the vote.
What about a case where there are abstentions on a unanimous vote? Robert’s Rules doesn’t define the term unanimous vote, so an abstention in this situation could be left open to the board’s interpretation.
The Robert’s Rules of Order Cheat Sheet is available in a downloadable format here. Print or download this to keep at your fingertips for running even more effective board meetings.
6 Reasons for Nonprofit Board Members to Abstain from a Vote
Voting is a duty and a privilege, so why would a board member want to abstain from a vote? Depending on the situation, it may be appropriate for a board member to abstain from voting. Also, board members may have their own reasons for not voting on a matter.
Here are 6 reasons a board member may choose not to vote:
1. Conflict of Interest
A conflict of interest exists when a board member serves to benefit from certain actions or decisions they make as a member of the board. Such a situation could cloud a board member’s judgment when voting and harm the nonprofit.
Most nonprofits have a conflict of interest policy that clearly outlines how the board should handle actual conflicts of interest and potential or perceived conflicts of interest. Your board management system gives board members continual access to your conflict of interest policy as well as all other board policies.
2. Fear of Having a Lone or Minority Opinion
Being the odd person out is hard when all other board members share differing opinions. Peer pressure and groupthink can cause a board member to vote the same as other board members even when they want to oppose an issue.
By abstaining from voting, a board member could avoid having to reveal they have a dissenting opinion.
3. Disagreeing with Other Board Members
A board member may have openly or forcefully disagreed with another board member during meetings causing them to be at odds with one or more board members. By abstaining from a vote, a board member may avoid creating additional discord within the board.
Nonetheless, board members must present their opinions to the board and actively engage in board discussions as diverse perspectives set the stage for good decision-making. Board discussions where there are differing opinions should be recorded and held for safekeeping on your board management system.
4. Internal Conflict on an Issue
Each person’s culture and experiences help them to form opinions about issues. Facts, along with varying opinions sometimes sways a board member’s opinion which may cause an internal conflict with other issues in their lives. Also, board members may be on the fence about an issue causing uncertainty about making a responsible vote.
5. Lack of Sufficient Information
Certain board members may feel the board hasn’t done its due diligence on researching a matter they’ve been asked to vote on. A board member who requests delaying a vote on an issue until the board has received further information could be overruled by the rest of the board.
In this case, the board member asking for more information may opt to abstain from the vote as a matter of principle. As a matter of convenience, boards and committees can keep research on various topics in their board management systems to make the information accessible around the clock.
6. Lack of Focus on Board Activities
Board members have various reasons for wanting to serve on a nonprofit board, and some of them may have to do with personal reasons such as boosting their resumes and gaining experience. There’s nothing wrong with that, yet board members must have the time and willingness to engage in board meetings and other board activities.
Board members who lose the focus of the nonprofit’s mission may not engage in the board’s work as they should. As a result, the lack of involvement in board activities may motivate a board member to refuse to vote rather than vote irresponsibly.
How to Abstain from a Vote
There are a few ways to abstain from a board vote.
Active abstention refers to a board member who verbally and clearly states their intention not to vote on a motion.
By contrast, passive abstention refers to veiling the decision not to vote. A board member might decide to cast an invalid vote by voting for an option that isn’t listed on the ballot or clicking the box marked “abstain.”
Abstaining can also refer to a board member who doesn’t show up to vote at all.
How to Record an Abstention in Nonprofit Board Meeting Minutes
Abstentions may or may not be recorded in board meeting minutes, depending on the board’s preference.
If your board chooses to record abstentions, you can record them one of three ways:
- Record votes as pass or fail and add the names of abstainers and the reason for the abstention (conflict of interest, etc.).
- Record votes as pass or fail with numbers (For example, the motion passed with 6 votes in favor, 2 against, and 1 abstention).
- Record a roll call vote with each board member’s vote and yea/nay or aye/no after it or abstention with the reason. Note whether the motion passed or failed.
Abstaining vs. Recusing: What’s the Difference?
Some boards use the terms abstention and recusal interchangeably, yet they have different meanings. Abstention refers to withholding a vote. By contrast, recusal refers to board members who remove themselves from a particular matter, especially regarding a conflict of interest.
It’s a bit of a technicality, although, you could think of abstention as deciding not to vote on a particular matter. In contrast, recusal refers to withdrawing from the entire matter.
Tips for Handling Abstentions
Any board member can voice their concerns about how votes are being taken during a board meeting. Board members have a responsibility to do so if they don’t believe a vote was recorded correctly.
A question that often surfaces is whether the board chair should verbally ask if there are any abstentions. Governance experts generally suggest that board chairs should not ask if there are any abstentions. Here is why. Board members must vote on important matters, but the board can’t require them to vote if they don’t want to.
Suppose the board chair asks them to state whether they voted. In that case, it’s like asking them to make a record of a voting decision they never intended to be on the record at all.
One exception is when the voting board members don’t have enough members to meet the quorum requirements. By recording the number of abstentions, you can demonstrate that your board established a quorum before the vote took place.
Another issue that can come up is when trying to determine a majority. Robert’s Rules defines a majority as those who are present and voting. Therefore, since abstainers aren’t voting, they aren’t counted as part of the majority.
Bylaws may define a majority differently and can complicate things even more. A majority may be based on the number of individuals present or the number of total members. If a majority is based on the number of total members, abstentions count as no-votes because the basis for the majority is a fixed number.
Nonprofit Board Members Have a Fiduciary Duty to Vote Responsibly
To wrap things up, voting is an essential part of your board’s work, and BoardEffect offers board software to help you streamline your voting procedures and record abstentions, as well as provide a survey tool to poll board members on an issue before a vote takes place.