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"Recusal" or to "recuse" oneself means to remove oneself from participation in a decision where you have a conflict of interest.

No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. (Robert's Rules, 11th ed., p. 407.)

Recusal normally occurs when a director has a conflict of interest or prejudice concerning a particular matter. A conflict of interest is any situation in which financial or other personal considerations may unduly influence the director's judgment. This includes matters such as a disciplinary action against the director for violating the CC&Rs or voting on a potential contract with a company owned by a close relative of the director.

Leave the Room. In each case, the director has a personal interest in the outcome of the vote--an interest not shared by other directors. In such instances, the interested director should leave the meeting room so the remaining directors can freely discuss and vote on the issue. (California's Fair Political Practices Act, Calif. Code of Reg. §18702.5.) Once the vote is taken, the recused director may return to the meeting.

If the interested director were to stay in the meeting, his presence could inhibit the board's discussion and influence the vote. To avoid liability, a conflicted director must remove himself from the process of conferring and voting on matters in which he has a personal interest.

...the disqualified member's mere presence, or knowledge thereafter, might also subtly influence the decisions of other council members who must maintain an ongoing relationship with him. ... The attorney, as well as the other council members, might not feel as free to disclose everything necessary when a "biased" public official were present. The council members and attorney might feel similarly inhibited where they are aware that a "biased" council member can later obtain a tape recording of the attorney-council discussion. The town might thus be denied effective assistance of counsel. (Hamilton v. Los Gatos.)

Refuses to Leave. If the interested director does not leave voluntarily, the board can ask him to leave. If he refuses to leave, the board can adjourn the meeting to another location where they can hold the discussion and vote without interference by the interested director. Under those circumstances, the board might also consider a vote of censure against the director for his refusal to recuse himself.

Recommendation. Boards should adopt an Ethics Policy for directors to follow. For more information on the importance of avoiding ethics conflicts, see Ethics v. Carrigan.

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