Board members should generally not abstain except where they have a conflict of interest. Corporations Code section 7231 calls for directors “to act in the best interest of the corporation…,” not to abstain because they don’t know what to do or to avoid offending one side or another. The Robert’s Rules admonition to abstain except to make or break a tie applies to larger assemblies in which the president’s vote may influence the assembly’s votes, not to a small board or committee. See Robert’s Rules, Newly Revised, 11th Edition, §4, p. 50, Lines 18-23. Typically, presidents and other officers (secretaries, treasurers, etc.) don’t have a vote; board members do, and board members are supposed to act.

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