When the chair calls for a vote, abstentions are not called for since an abstention is meaningless. "To 'abstain' means not to vote at all." (Robert's Rules, 11th ed., p 45.) Unless there is good reason not to vote, all directors (including the president) should vote on all motions.

Although it is the duty of every member who has an opinion on a question to express it by his vote, he can abstain, since he cannot be compelled to vote. (Robert's Rules, 11th ed., p 407.)

Remaining Silent. The burden is on an abstaining director to speak up if he/she wants to be recorded as an abstention. If the vote is called for and one of the directors fails or refuses to indicate "yes," "no" or "abstain," and the chair of the meeting deems the director to have voted "yes" and the silent director does not object, the vote is counted as a "yes" vote.

Possible Negative Impact. An abstention may have the practical effect of a "no" vote since a motion may fail for lack of sufficient "yes" votes. Unless a greater number is called for in the articles or bylaws, a matter is deemed "approved" by the board if at any meeting at which a quorum is present at least a majority of the required quorum of directors votes in favor of the action. Corp. Code §7211(a)8.

For example, if five directors are present (out of five) and there is a motion to close the pool each day at 8:00 p.m. (from the current 10:00 p.m.) and two directors vote "yes," two directors vote "no," and one abstains, the motion fails. The vote needed a majority of three yes votes to pass and it only received two. Accordingly, the pool remains open to 10:00 p.m. each night. Under limited circumstances, a director may change his/her vote or the matter may be reconsidered at a later date.

Proper Abstentions. Whenever a director believes he/she has a conflict of interest, the director should abstain from voting on the issue and make sure the abstention is noted in the minutes. (Robert's Rules, 11th ed., p 407.) The other reason a director might abstain is that he/she believes there was insufficient information for making a decision. Otherwise, directors should cast votes on all issues put before them. Failure to do so could be deemed a breach of their fiduciary duties.

Robert's Rules. Boards may but are not obligated to follow Robert's Rules of Order (or any other parliamentary system) for their meetings. Even so, boards should use at least a relaxed form of parliamentary procedure to ensure their meetings move forward in an orderly manner. Although not required for board meetings, the Davis-Stirling Act requires adoption of a parliamentary system for membership meetings. Civil Code §1363(d).