I. Why abstentions matter

“Abstention” sounds neutral, but in meetings it can change outcomes—sometimes dramatically—because many Philippine voting thresholds are tied to a fixed denominator (e.g., outstanding capital stock or the entire membership) rather than only the votes actually cast. In those situations, an abstention can operate practically like a “No,” even if it is not recorded as one.

This article explains, in Philippine context, how abstentions interact with quorum and voting requirements, across common meeting types (corporate, non-stock, boards, committees, condominium/HOA, and public bodies), and gives drafting and procedural guidance to avoid ambiguity.

II. Core definitions (the “math” of meetings)

A. Quorum

A quorum is the minimum number of members (or shares) whose presence is required for the meeting to validly transact business. Quorum rules answer: “Are we allowed to act at all?”

Key point: Quorum is about presence, not about how people vote. So, a person who abstains is still typically present and therefore may still be counted toward quorum—unless a special conflict-of-interest or eligibility rule says otherwise.

B. Voting requirement (approval threshold)

A voting requirement answers: “How many affirmative votes do we need for this motion/resolution to pass?”

This depends entirely on what the law/bylaws specify as the denominator. Common denominators include:

Majority of all members (entire body)
Majority of members present
Majority of those present and voting
Majority of votes cast
Majority (or 2/3) of outstanding capital stock (corporate)
Majority (or 2/3) of members entitled to vote (non-stock)

Abstentions affect outcomes differently depending on which denominator applies.

III. The most important rule: abstentions usually don’t erase “presence”

General principle

If a person is in the meeting (physically or validly by remote participation), they are present even if they abstain. Therefore:

Abstentions usually still count toward quorum, because quorum is presence-based.
Abstentions may reduce the chance of passage, depending on the threshold.

The main exception: conflict/interest or disqualification rules

In some matters, especially for boards, the law may require approval by disinterested directors/trustees, and may require that the interested person’s presence not be necessary for quorum. In those cases, merely “abstaining” may not be enough if the interested person’s presence is what makes quorum possible.

IV. Abstentions and quorum in Philippine corporate meetings (R.A. No. 11232, Revised Corporation Code)

A. Stockholders’ or members’ meetings

Typical statutory framework (subject to the RCC, articles, and bylaws):

Stock corporations: quorum is commonly based on a portion of the outstanding capital stock (often a majority, unless the law or bylaws provide otherwise).
Non-stock corporations: quorum is commonly based on a portion of the members (often a majority of members, unless bylaws provide otherwise).

Effect of abstentions on quorum: If the shareholder/member is counted as present (including via authorized proxy, remote participation if allowed, or other recognized attendance modes), their shares/membership generally count toward quorum even if they abstain.

B. Board of directors / trustees meetings

Corporate boards usually have quorum based on a majority of the directors/trustees (again, unless law/articles/bylaws specify otherwise).

Effect of abstentions on quorum: A director/trustee who abstains is still ordinarily present and counted in determining whether quorum exists.

V. Abstentions and voting thresholds: when “neutral” becomes decisive

A. If the requirement is majority of those present and voting

This is the cleanest rule if you want abstentions to be truly neutral.

Denominator = votes cast (“Yes” + “No”)
Abstentions are excluded from the denominator.
Result: abstaining does not increase the number of “Yes” votes required.

Example: 10 members present

Yes = 4, No = 3, Abstain = 3
Votes cast = 7 → Majority = 4
Motion passes with 4 Yes.

B. If the requirement is majority of members present

This is common in boards and committees, and it makes abstentions consequential.

Denominator = everyone present, whether or not they vote.
Result: abstaining raises the number of “Yes” votes needed (because the denominator stays high while Yes votes don’t increase).

Example: 10 members present

Yes = 4, No = 3, Abstain = 3
Majority of present = 6
Motion fails (only 4 Yes).

C. If the requirement is majority of all members (entire body)

Abstentions don’t change the denominator at all, because it is fixed to the entire membership.

Denominator = entire body
Abstentions (and absences) both effectively don’t help passage.

Example: Board of 10 directors, requirement = majority of all directors (6)

Present: 7 (Yes 5, Abstain 2)
Still need 6 Yes → Motion fails.

D. If the requirement is majority / 2/3 of outstanding capital stock

This is the big one in Philippine corporate law for shareholder approvals.

Denominator = outstanding shares, not just the shares present or voting (unless a specific provision states otherwise).
Abstentions do not reduce the denominator. If shares are present but abstain, they are still part of outstanding shares anyway.

Practical consequence: In matters requiring a percentage of outstanding capital stock, abstentions almost always make approval harder, because you need affirmative votes reaching a fixed share count.

Example: Outstanding shares = 1,000 Requirement = majority of outstanding (501)

Yes = 490 shares, No = 10 shares, Abstain = 500 shares
Motion fails (only 490 Yes, need 501).

E. If the requirement is 2/3 of members entitled to vote

Similar logic to outstanding shares: the denominator is fixed to all entitled voters, so abstentions generally do not reduce what is needed.

VI. Special situations where abstentions are legally sensitive

A. Conflicts of interest and “interested” directors/trustees (board actions)

In corporate practice, abstentions often occur because a director has a conflict (self-dealing, related-party transaction, etc.). Philippine corporate law concepts often require safeguards such as:

Approval by a required number of disinterested directors/trustees, and/or
That the interested director’s presence not be necessary for quorum, and/or
Ratification by stockholders/members with disclosure in certain circumstances.

Practical guidance: If a director is conflicted, relying on a simple “abstain” may be risky if their presence is what creates quorum or if their vote is what creates the needed majority. Many boards handle this by:

having the conflicted director leave the room (or be placed in a virtual waiting room) during deliberation and vote, and
recording that the quorum and vote were achieved without counting the conflicted person where required.

B. Elections (especially cumulative voting / plurality-type elections)

Abstentions in elections usually mean the voter is not using their vote. Depending on the election rule:

In plurality systems, abstentions often have limited effect other than lowering total votes cast.
In share-based corporate elections (including cumulative voting where applicable), abstaining can change which candidates cross the practical winning thresholds.

C. Matters requiring a “majority of the quorum”

Many board rules functionally read as: a meeting with a quorum may act by majority of the directors present (or “majority of quorum”). This makes abstentions important: if abstentions count among those present, they inflate the denominator.

VII. “Abstain” versus “No vote” versus “Absent”

Meetings often blur these distinctions, but they can matter:

Absent: not counted as present; does not help form quorum (unless represented by proxy where allowed).
Present but abstains: counted for quorum; may or may not affect the denominator depending on voting rule.
Present but fails to cast a vote: usually treated the same as abstention, unless rules require roll-call voting and treat non-response differently.

In well-run meetings, the chair clarifies which category applies and the minutes record it.

VIII. Recording abstentions properly (minutes and legal defensibility)

Good minutes reduce disputes later.

Recommended minute entries

Quorum declaration: how quorum was computed (members present, shares represented, directors present).
Vote tally format: explicitly separate Yes / No / Abstain.
Basis of approval: e.g., “approved by majority of directors present” or “approved by holders of at least a majority of outstanding capital stock.”
Reason for abstention (optional but sometimes helpful): especially for conflicts of interest—without oversharing privileged content.

Roll-call and proxies

If voting is by roll-call, abstentions should be stated aloud and recorded by name.
In stockholder meetings, make sure the minutes reflect whether shares were represented by proxy, and whether the proxy had authority to vote on that specific matter.

IX. Drafting and governance tips (to control how abstentions affect outcomes)

A. Choose the denominator intentionally

If you want abstentions to be neutral, adopt language like:

“majority of those present and voting” or
“majority of votes cast”

If you want abstentions to effectively raise the bar (for caution on major decisions), use:

“majority of members present” or
fixed-denominator thresholds like “majority of all members” or share-based requirements.

B. Define “present” and “voting”

Bylaws or internal rules should clarify:

whether remote participants are “present,”
whether a member who abstains is included in “present,” and
whether the threshold is based on “present,” “present and voting,” or “votes cast.”

C. Provide a conflict-of-interest protocol

A short policy can specify:

disclosure steps,
when the conflicted person must recuse and whether they must be excluded from quorum/vote counts where required,
how minutes should record the recusal.

D. Train the chair on phrasing

The chair should announce the voting standard before the vote:

“This motion requires majority of those present and voting” or
“This requires approval by majority of all directors” or
“This requires approval by holders of at least two-thirds of the outstanding capital stock,” etc.

Ambiguity here is a common source of later disputes.

X. Practical takeaways (Philippine setting)

Abstentions normally count toward quorum because quorum is about presence.
Whether abstentions change the outcome depends on the voting denominator:
- Neutral if threshold is present and voting / votes cast.
- Often outcome-changing if threshold is members present, entire body, or outstanding shares.
In corporate settings, many high-stakes approvals are pegged to outstanding capital stock or other fixed denominators—so abstentions can materially impede approval.
For conflicted directors/trustees, “abstain” may be insufficient; proper recusal and correct counting can be legally important.
The best prevention is clear bylaws/rules, disciplined chairing, and precise minutes.

XI. Quick reference table: how abstentions “count”

Rule stated in law/bylaws	Quorum effect	Voting effect of abstention
Majority of those present and voting	Counts for quorum	Excluded from denominator; neutral
Majority of votes cast	Counts for quorum	Excluded from denominator; neutral
Majority of members present	Counts for quorum	Included in denominator; raises Yes votes needed
Majority of all members / entire board	Doesn’t matter for quorum beyond meeting validity	Denominator fixed; abstention doesn’t reduce Yes votes needed
Majority / 2/3 of outstanding capital stock	Shares represented help quorum	Denominator fixed to outstanding; abstention does not reduce requirement

If you want, I can also provide (1) sample bylaw clauses defining how abstentions are treated, (2) a chair’s script for announcing quorum and thresholds, and (3) minute templates for board vs stockholder/member meetings—all tailored to the type of Philippine organization you have in mind (stock corp, non-stock, condo corp/HOA, cooperative, etc.).