Does a board vote need to be unanimous?

It shall take at least three affirmative votes of the Board to pass any motion (Govt. Code §25005), except where supermajority four-fifths (4/5) votes or unanimous votes are required by law.

Can a condo board member abstain from voting?

As such, condominium association directors are permitted to abstain from voting without stating a reason and even if there is not a conflict of interest, although the abstention must be noted in the meeting minutes.

Do board members have equal votes?

Shareholders Elect Board The board of directors of a corporation are elected by the shareholders. With just 12 shareholders, each will have votes equal to the number of shares owned. In a corporation, the shareholders are the owners, but the board of directors is responsible for the management.

Is it a unanimous vote or an unanimous vote?

The adjective unanimous comes from the similar Latin word unanimus, which means “of one mind.” So when people think unanimously, they all have the same idea in their heads. A vote is unanimous when all voters are in agreement.

Why do board members abstain from voting?

“To ‘abstain’ means not to vote at all.” (Robert’s Rules, 11th ed., p 45.) A director might abstain because he believes there was insufficient information for him to make a decision. An abstention may, however, have the practical effect of being a “no” vote since a motion may fail for lack of sufficient “yes” votes.

Is a vote unanimous if someone is absent?

Voting. Practice varies as to whether a vote can be considered unanimous if some voter abstains. However, unanimous consent may not necessarily be the same as a unanimous vote (see Not the same as unanimous vote). In either case, it does not take into account the members who were not present.

Can board of directors vote by proxy?

Members of Board of Directors often seek to determine whether they can provide a proxy to someone to appear and vote for them at a meeting of the Board of Directors. However, it is basic general corporate law that a Board member cannot give a proxy to someone to appear and vote in his place at a meeting.

When does a board of directors have a say?

While these norms vary from company to company, most revolve around the idea that boards should have a say when a question is “strategic.” Even with that criterion, such norms are obviously going to be hazily defined.

Are there more independent directors on corporate boards?

In the aftermath of seismic debacles like those that toppled Enron and WorldCom, corporate boards have been shaken up and made over. More directors are independent these days, for instance, and corporations now disclose directors’ salaries and committee members’ names.

How many boards of directors are there in the US?

This article—based on interviews that my colleague Andy Zelleke and I conducted with directors and executives of 31 large, publicly traded companies, along with a detailed study of three particular boardroom decisions—is meant to help corporate boards learn from one another.

Why did chief executive decide to review board minutes?

After reviewing a decade’s worth of board minutes, the chief executive instituted this process to bring order to what he saw as a dangerously ad hoc approach to determining which decisions the directors would make and which ones would fall to the managers.

Who are the members of the condo board?

Condo residents elect the directors, and the fellow directors, in turn, elect board presidents and secretaries. Condo board elections provide a democratic way for people to join the board. Unfortunately, finding people who want to become candidates can be challenging.

Can a board of directors make a unanimous decision?

But the decision is to be made by the directors alone. It’s sometimes difficult for owners to understand that a “vote” at an owners’ meeting, even if it is unanimous, if made in respect of a matter that is entirely within the legal purview of the board, is of no legal effect.

How are decisions made on a condo board?

Every decision, even simple decisions that involve compliance with property standards, safety, building or fire code matters, are cast against a larger backdrop of other unresolved issues, to be traded for concessions on other questions in respect of which no agreement has been reached.

Can a majority of directors pass a decision?

Even when a majority of the directors get together and unanimously resolve to do something, that decision is not legally valid unless proper notice of a board meeting was given to all of the directors. And it doesn’t matter if the majority could have carried the vote at a properly constituted board meeting.