Academy/Voting & Board Decisions
Recording dissent
Protect yourself when you disagree with a board vote.
Recording dissent means formally placing your objection to a board vote on the record, in the minutes or in writing to the secretary, at or immediately after the meeting. Under some state laws, a director who says nothing is presumed to have agreed. Silence without a recorded dissent can count as a yes.
What counts as recording dissent
A vote that goes wrong later will not protect you just because you disagreed with it in your head. If you opposed a decision, recording your dissent means putting that disagreement on the record at the time, not explaining it afterward. Under statutes structured like Pennsylvania's, a director avoids being treated as having agreed to an action in one of three ways: having the dissent entered in the minutes of the meeting, filing a written dissent with the secretary before the meeting adjourns, or sending the dissent in writing to the secretary right after adjournment. See Pennsylvania's presumption of assent statute.
An abstention is a related but separate move. It means you did not vote for or against the motion at all; it is not the same as formally objecting to the motion that passed.
Why silence can look like agreement
Some state corporation statutes work backward from what you would expect: a director who was present when a vote passed is presumed to have voted for it, unless dissent was affirmatively recorded. That presumption only exists for someone to overcome in the first place, though; it cannot be undone by a director who actually voted yes.
"The right to dissent shall not apply to a director who voted in favor of the action."
Source: 15 Pa. Cons. Stat. Section 1714, Presumption of Assent, Pennsylvania Consolidated Statutes
A director who voted yes and later regrets the decision has nothing to dissent from. The protection exists for a director who voted no, abstained, or was absent, not for someone rethinking a yes vote after the meeting.
What varies by state
Whether your state has a presumption-of-assent rule at all, and what corporate form your HOA takes (nonprofit corporation, unincorporated association, or another structure), determines whether this exact mechanic applies to your board. Check your state's nonprofit corporation statute and your association's bylaws for how dissent gets recorded and by when.
Florida takes a different approach for HOA boards specifically. Rather than presuming assent unless dissent is recorded, it requires every director's vote or abstention on every matter to be written into the minutes, regardless of whether that director objects.
"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
Ask your board secretary how your own minutes currently record individual votes, before you are the director who needs that record to say something specific.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A board votes 4 to 1 to spend reserve funds on a project. Director Ortiz voted yes, but later worries about liability and wants to add a written dissent to the minutes. What happens?
A director disagrees with a vote to waive a contractor's insurance requirement and wants her objection protected. Which action actually places a dissent on the record?
A director sits silently through a vote, neither objecting nor asking for an abstention to be noted. In a state with a presumption-of-assent rule, how will that silence likely be treated?
Sources
- 15 Pa. Cons. Stat. Section 1714, Presumption of Assent, Pennsylvania Consolidated Statutes
- Florida Statutes Section 720.303, Florida Legislature
- Robert's Rules of Order Newly Revised, Frequently Asked Questions, Robert's Rules Association
Voting & Board Decisions
Not sure whether abstaining protects you the same way? See Abstentions next.
Whether a presumption-of-assent rule applies to your board, and the exact steps and deadlines for recording dissent, vary by state and by whether your association is organized as a nonprofit corporation.