Voting on a motion

What "majority" actually means

A majority is more than half of the votes cast on that motion, not more than half of the seats on the board. If five directors are present but one abstains, the vote is counted out of four, not five. Three yes votes out of four cast is a majority, even though it is not three of five.

Watch for the shortcut "50 percent plus one." It works for even numbers but miscalculates for odd ones, and it is not how the standard is actually defined.

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

Source: Robert's Rules of Order, Official FAQ, The Robert's Rules Association

Abstentions do not move the needle

An abstention is not a vote against the motion, and it is not a vote for it either. It is a director choosing not to vote at all, so it is excluded from the count entirely. A board of seven where four vote yes, one votes no, and two abstain has a majority: four of the five votes cast, not four of seven.

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

Source: Robert's Rules of Order, Official FAQ, The Robert's Rules Association

Yes, the chair usually votes too

In a large membership meeting, the presiding officer traditionally stays out of debate and votes only to break or make a tie. An HOA board is not that kind of meeting. On a small board, typically a dozen members or fewer, the person chairing the meeting keeps full voting rights, including making motions and joining debate.

"The chair ordinarily has the same rights as every other director, including the right to make motions, participate in discussion, and vote."

Source: Board Meetings Aren't Annual Meetings: Three Common Meeting Myths, Jim Slaughter, CAI / HOAresources

When the board skips a formal vote

Not every motion needs a roll call. If nobody objects, the chair can simply say the motion is approved and move on, a shortcut usually called unanimous consent. It only works when the outcome would clearly be unanimous anyway, and any director can stop it by asking for an actual vote.

Some actions, such as amending the CC&Rs or approving certain special assessments, may require more than a plain majority under your governing documents or state statute. A plain majority is the default for ordinary board business, not a floor that applies to everything. Read your bylaws before assuming a routine vote count is enough for a bigger decision.