One of our Board members refused to vote on an issue that recently came up at a Board meeting. The Board considered it as a no vote. Is this proper?
It would be improper to record what is effectively an abstention as a no vote, but it might not actually cause any harm. In order to pass a motion, for example, or defeat one, you would have to have a majority of the directors or a majority of the quorum vote in favor or to defeat it. If you had a three person board of directors for example, and two voted yes and one abstained and it was wrongly recorded as a no, they’d be no harm because the measure would pass anyway.