Q&A #113 – What happens when a nonprofit Board vote is tied?
Question: I am the chairperson of a nonprofit organization that is currently working through a contentious issue. The Board of Directors has six voting members, and a recent vote on this matter ended in a tie. What happens when the Board is deadlocked? As chairperson, am I permitted to break the tie?
Answer: Unless an organization’s Articles of Incorporation or Bylaws provide otherwise, a tie or deadlocked vote simply means that the proposed motion failed to reach the required level of approval to pass. Some organizations provide a mechanism in their Bylaws to resolve matters that are deadlocked (such as designating one or more persons to break the tie), but this is unusual. Thus, the result of a tie is generally no different than if a majority voted against the motion.
Ties or deadlocked votes among nonprofit Boards of Directors can arise in a few different ways. Some organizations (such as yours) have an even number of Board members, which leaves open the possibility of 50/50 votes (most organizations try to have an odd number of directors for this reason). However, even with an odd number of directors, a tie is possible in the event one or more Board members abstains from the vote or does not attend the meeting.
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Most nonprofits specify in their Bylaws that Board action requires approval by a majority vote or higher threshold. As described in Q&A #74, there are different types of “majority” voting requirements such as “simple majority,” “absolute majority,” and “supermajority.” Nonetheless, a tie vote generally means that the motion has not received the required number of votes and the organization must proceed with the status quo as it existed when the motion was proposed.
Planning Tip – Designate an officer (usually the secretary) or outside advisor (often the organization’s attorney) with the responsibility to have a current and complete copy of the Bylaws, answer questions, and spot potential Bylaws issues during Board meetings. This person should especially be familiar with key Bylaws concepts such as quorum, voting rights, and the scope of corporate powers. It is important that someone present at the meeting speak up before an organization proceeds to take an action that might be inconsistent with the Bylaws. It can be very challenging to deal with these situations after they have already happened.
It is tempting to address the possibility of a deadlocked vote in the Bylaws. However, this is usually not necessary or a best practice, and can be counterproductive. Ties seldom occur in practice, and the process of working through discussions to achieve majority consensus among Board members is healthy. Treat tie votes as a key indicator that there is more work to do to resolve an issue or take action, and do not let a deadlocked vote discourage the Board from working on making the changes necessary for the organization to evolve.
Nonetheless, if your organization does wish to add Bylaws provisions addressing deadlocks, these provisions should generally be reserved for specific actions that, if not taken, could jeopardize the organization’s ability to operate, such as failure to maintain a minimum number of Board members or fill the required officer positions.
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