Majority of those present vs majority of entire board

Two different ways to count a majority

A vote requirement can be written either of two ways, and they are not the same math problem. Majority "of those present and voting" (or just "majority," used alone, under Robert's Rules default) means more than half of the votes actually cast. If nine directors sit on the board but only five show up and vote, the denominator is five, not nine. A director who does not attend is not in the room to be counted at all, and one who abstains removes themselves from the count too, leaving only the ayes and noes.

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

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

Majority of the entire board is a harder bar

"Majority of the entire board" (sometimes written "majority of all members" or "majority of the whole body") throws out the present-and-voting shortcut. The denominator becomes every seat on the board, whether or not that seat's occupant showed up. An absent director does not disappear from the math; a non-vote counts against the motion exactly the way a no vote would, because it still stands between the tally and more than half of the total.

California's default rule for amending a recorded declaration shows the phrasing at work: when the declaration itself is silent on the threshold, state law calls for a majority of all members, not a majority of whoever attends the meeting.

"an amendment may be approved by a majority of all members, pursuant to Section 4065."

Source: California Civil Code Section 4270, California Legislative Information

This is California's statutory default, and it applies only when the declaration itself is silent. Your state and your own declaration may set a different default, or a different threshold entirely.

Find out which one governs your vote

Do not assume the easier number applies. The same board can pass ordinary business by a majority of those present while its own bylaws demand the stricter majority-of-the-entire-board standard for specific actions, removing a director or approving a large contract are common examples. Before a vote, read the exact clause that governs it, in the bylaws, the declaration, or the statute, rather than defaulting to whichever threshold is easier to reach.

Which threshold applies to a given kind of vote, ordinary business, contracts, director removal, document amendments, varies by governing document and by state. Where the wording is ambiguous, ask your association's attorney to read the clause with you before the meeting, not after the vote.