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Condo | HOA Lawyers

A Board Abstention is Generally a YES Vote

When a board member is present at a meeting and abstains from a board vote it is usually a “Yes” vote.  Board members often deal with complicated decisions that directly impact other owners in the association.  Board members are often tasked with making hard decisions regarding such issues as assessments, hiring contractors, taking enforcement action on rule violating owners, entering into litigation, and approving budget increases.  Some board decisions upset the owners, and as a result, some board members opt to abstain from voting in a decision they think will be unpopular.  By law however, an abstained vote actually still counts as a “Yes” vote.  Specifically, Ohio Revised Code Section 1702.55(C) states: A director who is present at a meeting of the directors…at which action on any matter is authorized or taken and who has not voted for or against such action shall be presumed to have voted for the action.”  Therefore, if a board member is present at a meeting, and “abstain” from voting, it is considered a “Yes” vote.
An exception to this rule exists if there is a conflict of interest.   Specifically, there are certain conflict of interest situations when a board member must abstain from a vote.  An example of a conflict of interest is when a board member works for a company that their board is considering hiring.  Another example of a conflict of interest would be when an individual board member is herself making a rule violation allegation against another owner and the board is holding a hearing to determine if the alleged violator should be sanctioned.  In both cases, the board member has a conflict of interest and must abstain from voting and being a part of the decision making process.  The abstention should be noted in the meeting minutes, as well as the disclosure of the potential conflict of interest.  Only when there is a conflict of interest is an abstention vote not considered a “Yes” vote.
In summary, a board member cannot abstain from voting simply because he or she is worried that the vote will be unpopular.  All board members are tasked with making difficult decisions that are in the best interest of the association as a whole.  Absent a conflict of interest, every board member should vote on every issue.

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