QUESTION: I have a question concerning abstentions at board meetings. We have seven board members. With six directors present at a recent meeting, three members voted yes, one voted no, one was absent and two abstained. Is the motion approved?

ANSWER: No, the motion is not approved. With six directors present, you needed a majority (four) to approve the motion. The two abstentions essentially acted as “no” votes since they were not “yes” votes. Because three is not a majority of six, the motion failed.

Adrian J. Adams, Esq.
ADAMS & KESSLER LLP