Abstentions

An abstention is not a third kind of vote

It is tempting to think of a board vote as having three outcomes: yes, no, and abstain. Under standard parliamentary procedure it only has two. An abstention is what happens when a member declines to take either side, and it is treated as if that member had not voted at all.

"The phrase 'abstention votes' is an oxymoron, an abstention being a refusal to vote."

Source: Robert's Rules of Order, Frequently Asked Questions, Robert's Rules Association

A member who wants to formally oppose a motion needs to vote no. Abstaining does not register as opposition, it registers as absence from the count.

What it does to the math

A majority means more than half of the votes actually cast, not more than half of the people in the room.

"The word 'majority' in this context means, simply, more than half."

Source: Robert's Rules of Order, Frequently Asked Questions, Robert's Rules Association

Say five directors sit on a board and all five are present. Three vote yes, one votes no, one abstains. Only four votes were cast, so the motion needs more than two of those four to pass. Three yes votes clears that bar easily, even though it is only three out of five people in the room. The abstaining member simply is not part of the calculation, on either side. This is different from a rule requiring a majority of the entire board rather than of votes cast, so check which one your bylaws actually use.

Abstaining is not the same as recusing

Abstaining is a choice: a member who is fully entitled to vote decides not to. Recusing is different, it means a member steps back from a vote entirely because of a conflict of interest, and often should not even be part of the discussion that led up to it. Mixing the two up matters, because a board that treats every abstention as a conflict-of-interest recusal, or every recusal as an ordinary abstention, is recording the wrong thing in its minutes.

What your minutes need to show

Some states require the minutes to record how every director present voted on every matter, abstentions included, by name.

"A vote or abstention from voting on each matter voted upon for each director present at a board meeting must be recorded in the minutes."

Source: Florida Statutes Section 720.303, Florida Legislature

Whether abstentions must be logged by name, or just noted as part of the tally, varies by state and by what your own bylaws require. Check both before assuming a general note like "motion passed" is enough.