When voting on a special or unanimous resolution at a meeting what do I do with abstentions?
There are two arguments that recently came up on this
- An abstention is counted as a vote in favour of the resolution
- Abstentions should be removed from the voting process and the 75% needed for the special resolution should only be calculated on those who voted in favour or against
Both these arguments are wrong.
Under the previous Act in Section 1 (3) the Act stated that with a unanimous resolution an abstention will count as a vote in favour. Since 7 Oct 2016 this is no longer the case.
If you look at the definition of a special resolution in the STSM Act you see the following:
passed by at least 75% calculated both in value and in number, of the votes of the members of a body corporate who are represented at a general meeting
So you need to take into consideration those people present or represented and not only those who voted in favour or against.
10 people present
8 voted in favour
You don’t work out 75% of only the 8 – you need to work out 75% of the 10. In this case 80% voted in favour so your special resolution was passed.