Legal Memorandum: Exceptions to Voting Requirements

Issue: Whether a 3-2 vote to close a hearing with seven of nine board members present and two abstaining is sufficient to carry the motion; exceptions to the voting requirements.

Area of Law: Corporate & Securities
Keywords: Voting requirements; Abstain from voting, blank votes; Quorum and majority vote
Jurisdiction: Federal
Cited Cases: None
Cited Statutes: None
Date: 02/01/2006

Robert’s Rules of Order includes the following general provisions:

Rule 46.  “When a quorum is present, a majority vote, that is a majority of the votes cast, ignoring blanks, is sufficient for the adoption of any motion that is in order, except those mentioned in 48, which require a two-thirds vote. A plurality never adopts a motion nor elects any one to office, unless by virtue of a special rule previously adopted.

. . .

While it is the duty of every member who has an opinion on the question to express it by his vote, yet he cannot be compelled to do so. He may prefer to abstain from voting, though he knows the effect is the same as if he voted on the prevailing side.”

The language “majority of votes cast, ignoring blanks” is explained further by an illustration in Rule 48.

Rule 48.  “Any legitimate motion not included among those mentioned below as requiring more than a majority vote, requires for its adoption only a majority; that is, more than half of the votes cast, ignoring blanks, at a legal meeting where a quorum is present, unless a larger vote for its adoption is required by the rules of the assembly.

. . .

A two-thirds vote means two-thirds of the votes cast, ignoring blanks which should never be counted. This must not be confused with a vote of two-thirds of the members present, or two-thirds of the members, terms […]

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