What is Abstention?
Abstention refers to the act of choosing not to participate in a decision-making process, particularly in voting, resolutions, or other formal proceedings. In the political and legal contexts, abstention means taking on the neutral side by neither agreeing nor rejecting a proposal. Likewise, abstention in board meetings signifies the decision of a board member not to vote on a specific motion or resolution.
According to Robert’s Rules of Order, here are the guidelines for abstentions:
- Abstention votes are counted and documented but do not count as a “yes” or “no” vote.
- Abstention votes do not affect the voting results.
- Any board member has a right to abstain.
- If there is a conflict of interest, the board member must abstain to maintain fairness.
Why Directors Abstain from Voting at Board Meeting
- Conflict of Interest – Abstention in board meetings often occurs when a board member has a personal affair or financial stake in a board matter, leading them to abstain to avoid any sense of bias.
- Neutrality – A member may abstain to avoid taking sides and prevent further polarization in some issues. However, frequent abstention may hinder the board’s ability to make critical decisions.
- Insufficient Information – If a board member is unprepared or lacks a comprehensive understanding of the issue, they may abstain from voting at board meetings. This signals that they cannot make a responsible decision.
- Ethical Considerations – Contrary to conflict of interest, members may refrain from voting if they believe it would compromise their ethics. This serves as a silent protest against actions and decisions they find objectionable.
How to Record an Abstention in Minutes
For documentation and transparency purposes, always record abstentions in meeting minutes. You can opt to do it in one of three ways:
- Record votes as pass or fail with numbers (e.g. the motion passed with 9 votes in favor, 4 against, and 2 abstentions).
- Record votes as for and against, and record the names of abstainers and their reasons (ethical considerations, etc.).
- 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.
Abstain vs Recuse: What to Do in Meetings
While some boards use the terms abstention and recusal interchangeably, these two have distinct meanings. Abstention, as mentioned above, is deliberately choosing not to vote on an issue, whereas recusal involves a member stepping aside entirely, often due to conflicts of interest.
Though it may seem like a technical distinction, abstention is simply opting out of a vote, whereas recusal means completely withdrawing from the discussion and decision-making on that issue.