An abstention in board meetings is the act of refraining from voting on a motion. Any board member can abstain from a vote and it means that they do not declare themselves in favour or against the matter at hand. They might make this decision for many reasons, including when the member has a clear conflict of interest. In that case, abstention is mandatory.
There are three types of abstentions executed in board meetings:
Passive abstentionPassive abstention means not declaring the decision to refrain from voting. This involves the board member(s) casting an invalid vote by choosing a non-listed option.
Active abstentionActive abstention is when a board member verbally states that they will be abstaining from voting on the motion.
Abstention by proxyAbstaining by proxy is when a board member does not show up to the meeting to vote.
While deciding to abstain from voting, members should remember that they have a responsibility to act in their organisation’s best interest. Here are the possible consequences of abstention in meetings:
No impact on the outcome of the voteIn cases where the board has a large number of members, abstentions might not have a strong impact on the outcome of the vote. Whether or not these votes count as part of a majority depends on the organisation’s byelaws.
Reduced representation of all viewpointsAbstention can limit the representation of all board members and their diverse viewpoints. This is a key aspect to consider in critical decisions which can alter the company’s future course.
Lack of accountability for decision-makingHolding the board members accountable for their decisions ensures that they perform their duties in the best interest of the organisation. When an individual abstains from voting, it inhibits board effectiveness as the members can’t be held responsible if problems occur in the future.
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