Board governance glossary
Recusal
Also called: recuse, stepping aside
Definition
Recusal is a director stepping out of deliberation and voting on a specific matter because of a conflict of interest. Good practice records who recused, on which decision, and why, in the minutes. Whether a recused director still counts toward quorum depends on bylaws and statute.
Not legal advice. Bylaws, statutes, and counsel control. Prepared Board does not give statutory opinions.
How Prepared Board records it
Recorded in Prepared Board
A recusal is stored on the decision as a conflict in the RECUSED state, recorded by the director or by an officer, with any prior ballot from that director discarded and the change audited. Recusal notes show on the decision, and the chair path's closed-record line names who recused. The board's settings control whether recused directors count toward quorum and how they affect the vote.
Same claims, with product limits: /facts.