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All governance guides

A reading path / 17 guides

Meetings and votingGovernance guides

Start with the exact decision rule. These explainers separate participation from approval, member rights from director duties, and a clear tally from a legally authorized outcome.

Illustrative vote: three yes, two no and two abstentions. Three yes passes a majority-of-votes-cast rule but fails a majority-of-seven-present rule.

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Abstain vs. Recuse: How Each Affects a Board Vote and Its Record

Three yes votes can pass one rule and fail another. A worked example and practical recordkeeping guide explain abstentions, conflict recusals and quorum.

Read the guide

Participation and decision rules

Resolve the denominator and the voting body before counting.

4 min read

Abstain vs. Recuse: How Each Affects a Board Vote and Its Record

Three yes votes can pass one rule and fail another. A worked example and practical recordkeeping guide explain abstentions, conflict recusals and quorum.

5 min read

Can a Board Director Vote by Proxy? Separate Board Votes from Member Votes

A proxy accepted at the annual membership meeting may be invalid at the board table. Learn which capacity a person is voting in and what alternatives to check.

7 min read

What Is a Quorum? Definition, Calculation, and What Happens Without One

Quorum is the single most common reason a meeting produces nothing. Here is what a quorum is, where your number comes from, how to calculate it correctly, who counts toward it, and what happens to decisions made without one.

5 min read

Supermajority Thresholds Explained: Two-Thirds of What, Exactly?

A motion passes 2 votes to 1. Is that two-thirds? Stored as 66.67 percent it fails, which is wrong. Thresholds, bases and abstentions decide amendments and special assessments, and almost every dispute about them is really a dispute about the denominator.

7 min read

Proxy Voting Explained: How It Works, the Types, and What Goes on the Form

A proxy lets a member who cannot attend authorize someone else to act for them. Here is how proxies work, the difference between general, directed, and quorum-only proxies, and the six things a valid proxy form must contain.

6 min read

Can a Board Vote by Email? The Rules, the Risks, and the Right Way to Do It

Most boards vote by email at some point, and most do it in a way that would not survive a challenge. Here is when an email vote is actually valid, why open meeting requirements often make it worse, and the three legitimate alternatives.

Choose and understand a counting method

Learn the mechanics of the method your rules authorize.

5 min read

Voting Methods Explained: How to Choose the Right One for Your Election

Ten ways to decide the same election, and they do not all produce the same winner. This is the index to our series on every voting method, with a comparison table and a decision guide for picking the one your bylaws actually allow.

5 min read

Plurality Voting Explained: How First Past the Post Works, and Where It Fails

The most votes wins, even if that is 34 percent. Plurality is the default almost everywhere, which is exactly why its two failure modes catch boards by surprise. Here is how it counts, when it is fine, and when it hands the seat to the wrong person.

5 min read

Block Voting Explained: How "Vote for Up to Three" Really Works

Almost every multi-seat board election uses block voting without naming it: pick up to three, top three win. It is simple, familiar, and the least proportional method there is. Here is the arithmetic, and why some members deliberately vote for only one candidate.

8 min read

What Is Ranked Choice Voting? Simple Explanation with Examples

Ranked choice voting lets voters rank candidates in order of preference instead of picking just one. Here is how it works, with real examples and step-by-step elimination rounds.

5 min read

Single Transferable Vote Explained: Quotas, Surpluses and Transfers

STV is the method that makes a board actually look like its membership. It is also the one people find hardest to explain. Here is the quota, the surplus transfer and the exclusion rule in plain language, with a worked count and the three published rulebooks.

4 min read

Cumulative Voting Explained: How It Works, With Examples

Cumulative voting lets a minority bloc guarantee board seats it could never win under ordinary voting. Here is how the math works, a worked example, and when to use it, plus a free calculator.

Turn a meeting into a usable record

Prepare the motion and preserve the actual outcome.

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