May a Board member who did not attend a particular meeting of the Board vote to approve the minutes of the meeting? Or should that member abstain from voting on those minutes? If the director abstains, should this abstention be noted in the minutes of the meeting at which the abstention is made?
This is an interesting question that one could spend some time worrying about, but the answer to which makes very little practical difference. As a legal matter, a director may rely on other members of the board in exercising his or her discretion, so, assuming most of the others think the minutes are correct, it would be permissible for the director to vote to approve after gauging the reaction of the others. The director would not have to vote and could abstain, of course. If the director does abstain, the abstention should be included in the minutes of the meeting at which the minutes were approved.
As a practical matter, Board minutes are almost always approved with no or only minor non-controversial corrections. An issue would arise only in the highly unlikely situation that there is a substantive contention about the accuracy of the minutes. In that case, the director who wasn’t there would be wise to abstain but could join to vote with the faction that the director believes to be more persuasive or credible. Ultimately, in litigation, the minutes are only prima facie evidence of what actually happened, and can be challenged, especially by those who sought and were refused corrections. A finder of fact would ultimately have to determine what happened if the issue is relevant, and the vote of the absent director would be essentially irrelevant to that determination.