Board meeting voting protocol: what you need to know | Aprio (2023)

The voting procedures of board directors determine how they make decisions. A board of directors makes vital decisions that will affect the organization’s future. Therefore, board voting procedures must be accurate, efficient, transparent, and secure so that these decisions can be trusted.

The voting process for decisions begins when a board member makes a motion. A motion is simply a statement of a proposed action. Making and approving a motion involves various steps, and the board must act on a motion once a board director offers it.

Boards have used a variety of methods historically to count votes. Voting online is faster, cheaper, and more easily tracked than older, more traditional mail-in ballots or in-person ballots. This is why online voting has become the preferred voting method for boards.

What is the board meeting voting procedure?

Directors can submit motions to the board chair before a board meeting to include them on the agenda. But they may also be brought up “impromptu” during a board meeting.

The board chair must handle all motions. A motion or amendment can be seconded and voted on by the board, or the motion maker can withdraw it. If a motion is not supported, it will not be discussed.

If an organization’s governance rules and bylaws allow members to vote remotely, ensure that a quorum of the board is present. Make sure the board management software you use allows remote voting.

Board of directors voting rules to follow

Making motions involves four steps. First, the motion must be made, and then it must be seconded. The board will discuss the motion before voting. An official motion is intended to allow the board to decide whether it is worth devoting their time discussing and voting on the issue.

(Video) Board Meeting Example

Whenever a board director wants to make a motion, they say, “I move…” and state their motion. Specify, clarify, and concisely word motions, so there is no doubt about what they mean. The board chair may ask board directors to take a brief break if their motions are complex, so they have time to make sure their language is clear. Discussion of the motion is not allowed at this time.

A second is required from another board director. Seconders do not have to endorse the motion. They only need to agree that it should be considered. If someone is seconding a motion, they say, “I second it.” In rare situations, board members may believe that the motion isn’t worth discussing. The board chair states, “The motion dies for lack of a second” when a motion does not receive a second.

The board chair opens the meeting to discuss a motion once it has been made and seconded. The board chair is responsible for granting members the right to speak, move motions, express a position, and then invites a vote. The board chair might set up a secret ballot in rare cases involving confidential or sensitive matters.

The chair, generally, cannot vote themselves but ensures fairness, balance, and order during board meetings. If the chair determines that all members have been given an equal chance to speak, he ends the discussion and requests a vote. At the end of the voting process, the board chair announces the results.

Traditional board voting procedures involve showing hands, or verbally and saying ‘yes’ or ‘no’ in a vote face-to-face, via videoconference, over the telephone, or by unanimous written consent. Boards can now also vote online using board portal software which has been adopted by many corporate and nonprofit boards due to voting ease, strong security, and enabling remote voting for board members on mobile devices.

Board meeting voting protocol: what you need to know | Aprio (1)

What do email voting procedures look like?

Generally, board votes require each board member to participate by phone, mail or other electronic means – all mimicking as though they were present in person. Email voting may also be permitted in some organizations though it has more risk in terms of missed submissions and security than electronic voting.

(Video) Voting on a Motion - Robert's Rules of Order

While members may vote through email in some nonprofits, an email vote is an electronic proxy vote, which many states prohibit. When voting results aren’t unanimous, email votes can become problematic. Objections can cause results to be contested, requiring another vote. In the nonprofit voting process, parliamentary procedures ensure legality and validity.

Board meeting voting terminology

Voting. When a question is not subject to debate, or the assembly has closed discussion, the chair puts it to the vote immediately after stating the question, allowing members to rise if they wish to make a motion of higher priority.

Voting is usually done viva voce (by voice). This is the method that Congress uses. A show of hands is often used in small assemblies or “raise the right hand,” as it is also called. Besides rising, by ballot; by voice roll call, or “yeas and nays,” general consent; and by mail, there are other ways to cast your vote.

Members have the right to demand a division of the assembly if the vote is taken by voice or by show of hands so that everyone can see how members voted. A member may demand a count before or after a decision occurs, and the chair must ask for a count if it is seconded.

Announcing the vote. After the vote has been taken and the results are not contested, the chair must announce or declare the vote’s results.

A majority vote is sufficient for adopting any in-order motion whenever a quorum is present, excluding blank ballots. Otherwise, two-thirds of the votes must be cast. A plurality will adopt no motion, nor will anyone be elected to office unless a special rule has been adopted.

How does a board of directors make decisions, and who has voting rights in a company?

Each board member generally has one vote on any issue brought forward to the board for decision. Presiding officers also have one vote on any topic. Some boards require the chair to abstain from voting or vote last to avoid undue influence.

(Video) Efficient Meetings - 7 Tips To Run an Effective Meeting

Some nonprofits have honorary members who are not considered board members and are not voting members.

Most organizations do not allow staff members to vote. Because boards often vote on staff reductions and performance evaluations, voting by your employees is considered a conflict of interest.

How do directors vote at board meetings, and what are their voting rights?

Board members vote mainly on resolutions and actions. Also, boards may vote on strategic planning matters, approving business plans, approving budgets, approving committee chairs, approving executive compensation, and other pertinent issues.

At board meetings, directors have voting rights unless they have a vested interest in the solution, in which case they cannot vote on it. For the most part, board members have the option of voting whether to support or oppose any resolution at the board meeting.

In companies with shareholders, board members can also be shareholders. As a shareholder, they may vote in the company’s annual general meeting (AGM) or extraordinary general meeting (EGM). Directors who are not shareholders cannot vote at the AGM/EGM.

Board meeting voting protocol: what you need to know | Aprio (2)

Every organization follows the same structural foundation, even if its voting procedures vary. While your organization may have specific voting procedures, board meetings should be structured to maintain order and enable timely decisions.

(Video) The Basics of Making Motions

A director must make a statement proposing action to put a motion on the floor. The board must move forward once a motion has been completed and seconded. A board director who seconds a motion doesn’t necessarily mean they endorse it; they state that the topic is worth discussing. The motion does not succeed if it is not seconded.

How to vote in a new board member

Board elections are a continuous and ongoing process that peaks at elections. They are an essential aspect of boards’ duties. By including directors with high qualifications on a board, a cohesive environment is created in the boardroom that is most likely to result in innovative, creative, and progressive solutions.

There should be a timeline outlined in the bylaws for the annual election of board directors. This usually happens at the same time every year. Elections are typically held at the yearly meeting as stated in the bylaws. So that the board is rounded out with the best possible candidates, board recruitment should be a continuous process.

First, each nominee is brought before the board of directors for a yes or no vote. According to Robert’s Rules of Order, nominations must be made from the floor. The bylaws will specify the time at which nominations must be made. In the bylaws, the board chair governs whether nominations from the floor can be submitted simultaneously for several seats.

Do board members have equal voting power?

One vote per director is the case in most organizations. The articles of incorporation or other formal documents of a closed corporation or limited liability company may specify how voting power on the board will mirror shareholdings or follow other formats.

The election of board members in nonprofit and nonprofit voting procedures

Organizations usually have nominating or governance committees that recommend new members for their boards. Nominations for additional board members can be made in advance or at the end of the election. Some nonprofit boards are appointed by third parties, while others serve as ex-officio members as a part of an office or role they hold. Ex-officio members are typically non-voting members, as stated in most nonprofit bylaws.

Two critical rule sets must be considered by nonprofit board members when voting. Bylaws and relevant legislation. In most nonprofit organizations, the voting rules are similar if not identical to their for-profit counterparts. For example, an executive director may serve on the board of directors, but they may not vote as they are considered staff.

(Video) בנט מדבר

Improve the voting experience for any board

For many boards, making voting convenient, with guaranteed fairness and security, plays a significant role in operating a transparent and engaging board. Many of your board’s daily tasks can be streamlined with board management software, including voting.

Apio can help develop active and contributing board members with virtual voting tools. Board portal software will give you access to helpful features such as creating polls in advance or responding to motions during meetings. Those who wish to express their honest opinions can even anonymously vote on sensitive issues.

Discover how easy online voting can be with a tour of Aprio.


What are the 5 methods of voting? ›

Voting methods
  • Paper-based methods.
  • Machine voting.
  • Online voting.
  • Postal voting.
  • Open ballot.
  • Other methods.
  • In person.

What is the protocol for a board meeting? ›

Essentially, the meeting protocol is a template workflow from calling the meeting to signing off the minutes from the previous meeting. The technical details that must be met to ensure the board can make its decisions. This could be the minimum number of members required for a quorum or the type of majority needed.

Who should be recognized first by the chair to speak? ›

The general rule is that the first member to rise and address the chair after another member has yielded the floor (by sitting down) is entitled to the floor. Exceptions to this general rule include the following: The maker of a motion is entitled to speak first in debate on it.

What do you say when running a board meeting? ›

They should say something along the lines of: “Good [morning/evening], everyone! It's [state the date and time], and I'd like to call the meeting of [organization name] to order.” The officer then addresses any items of personal or perfunctory nature.

What are 4 common methods of voting? ›

  • 3.1 Repeated balloting.
  • 3.2 Preferential voting.
  • 3.3 Cumulative voting.
  • 3.4 Runoffs.

What is voting procedures in a meeting? ›

Common voting methods include: show of hands: members vote by raising their hand when asked if they are in favour or against the motion and a count is taken. voice vote: a simple method by which members indicate their vote by saying 'yes' or 'no' .

What are the 7 ground rules for effective meetings? ›

To accomplish this, ground rules that can be set ahead of time include:
  • Making time for everyone to speak and participate.
  • Being patient and not interrupting others.
  • Respecting each others differing thoughts or opinions.
  • Value everyone's different inputs.
  • Remain open to new ideas.
  • Embrace different communication styles.
Jun 14, 2021

What are the basic meeting protocol and procedures? ›

Meeting Protocols: 10 Etiquette Rules For Meetings That Every Professional Should Know
  • Be on time.
  • Make introductions.
  • Have a strong agenda.
  • Sit appropriately.
  • Speak up.
  • Understand the unwritten speaking rules.
  • Do not have your phone out.
Aug 17, 2021

What are the first three things a chairperson does to open a meeting? ›

At the start of the meeting
  • Organise someone to welcome people as they arrive. ...
  • Make sure everyone has the agenda and any papers – put them on chairs, or give them to people at the door.
  • Introduce yourself and other speakers at the start of the meeting.
  • If it is a small meeting, ask everyone to introduce themselves.

What are the 5 privileged motions? ›

Privileged motion

Fix the time to which to adjourn, if another question is pending. Adjourn, but not if qualified or if adjournment would dissolve the assembly. Take a recess, if another question is pending. Raise a question of privilege.

What is the time limit in Robert's rules? ›

Speech and time limits

Under the rules in Robert's Rules of Order Newly Revised, the right of members to participate in debate is limited to two ten-minute speeches per day on a question. Riddick's Rules of Procedure also specifies a default limit of ten minutes.

What do you say at the beginning of a board meeting? ›

To open a board meeting, the chair needs to call the meeting to order. A traditional script for this is: “Good morning (or afternoon), everyone. It's ____(time) on _____(day, month, year), and I'd like to call this meeting to order.”

What are the most important components for a successful board meeting? ›

5 Topics Discussed in a Board Meeting
  • Company performance. The first item on the agenda is usually a rundown of the company's performance since the last board meeting. ...
  • Future strategies. ...
  • Key performance indicators (KPIs) ...
  • Problems and opportunities. ...
  • Making plans of action.
Jun 3, 2021

How do you start a board meeting speech? ›

Very simply, they should say: “This meeting of the board of [COMPANY] is called to order at [TIME AND DATE] and a quorum [IS/ISN'T] present.” This is also the time to add in any small items like apologies, welcoming visitors, special guests or new members. For example, wishing luck to retiring directors.

What are the three factors of voting? ›

The three cleavage-based voting factors focused on in research are class, gender and religion. Firstly, religion is often a factor which influences one's party choice.

What are the 3 main factors that affect voter turnout? ›

Additionally, many factors impact voter turnout, including new election laws, the type of election (e.g., presidential or midterm), and the competitiveness of the race.

What techniques do candidates use to influence voters? ›

Advertising, theme songs, stump speeches, and even negative campaigning have been around since our country began, and each advance in technology since then has offered new opportunities for candidates to persuade voters.

What is code of conduct during election? ›

All parties and candidates shall avoid scrupulously all activities which are “corrupt practices” and offences under the election law, such as bribing of voters, intimidation of voters, impersonation of voters, canvassing within 100 meters of polling stations, holding public meetings during the period of 48 hours ending ...

Do board decisions need to be unanimous? ›

"The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or [unanimous]."

What are the terminologies used in a meeting? ›

Meeting Terminology
  • Agenda. The plan for a meeting, it lists the items to be discussed in the order in which they will be discussed.
  • Amendment. Proposed modification to a motion which is not in conflict with the general thrust of that motion. ...
  • Apologies. ...
  • Brainstorming. ...
  • Business Arising. ...
  • Chair. ...
  • Consensus. ...
  • Constitution.

What are the 3 P's of a meeting? ›

By applying the three P's—purpose, people, and process—you can get back some of that most precious of resources: your time.

What are the 4 P's of meetings? ›

Use this template to identify and explain the 4 Ps required to run an effective meeting: Purpose, Product, People, and Process.

What is the golden rule in any meeting? ›

Golden Rule #1: Run your meetings as you would have others run the meetings that you attend. This is the most fundamental Golden Rule of Meeting Management. Running an effective meeting--or being a good meeting participant--is all about being considerate of others.

What is the 40 second rule in meeting? ›

Follow the 40 second rule. Mark Goulston, author of Just Listen, explains why some people tend to talk too much in meeting in this Harvard Business Review article How to Know If You Talk Too Much. He says that when someone talks more than 40 seconds, people begin to feel like they are hogging the floor.

What not to do in meetings? ›

5 things to avoid at a meeting
  • Turning up late. Not a very good start! ...
  • Being technically unprepared. It is your duty as a participant to come 101% prepared. ...
  • Not taking notes. ...
  • Being too shy to ask questions. ...
  • Dressing inappropriately.

What are three 3 guidelines for conducting effective meetings? ›

The Three Rules of Running a Meeting
  • Set the Agenda. ...
  • Start on Time. ...
  • End with an Action Plan. ...
  • More on Running a Meeting.

What are the 7 steps in planning a meeting? ›

7 Step Meeting Process
  • Clarify Aim/Purpose.
  • Assign Roles.
  • Review Agenda.
  • Work through Agenda.
  • Review meeting record.
  • Plan Next Steps and Next Agenda.
  • Evaluate.

What are the three most important roles in a meeting? ›

There are three vital roles, no matter how big or small it is, that every meeting needs to have. Those are a Chair, a Timekeeper, and Participants. Let's talk more about these three roles.

What makes a great chairperson? ›

A good chairman is a good communicator. They need to be able to articulate their vision and goals clearly, and they need to be able to listen to others' ideas and feedback. They should be open to hearing other people's opinions and be willing to make changes based on what they hear.

What are the qualities of a good chairperson? ›

10 Attributes of a Great Chair
  • Integrity. ...
  • Ability to influence others, without dominating. ...
  • Personal strength. ...
  • Clear vision and passion for the work. ...
  • Emotional intelligence. ...
  • Intellect and experience. ...
  • Decisiveness. ...
  • Ability to chair meetings.

What are examples of privileged motion? ›

An example of a privileged motion is a motion to recess or to “raise a question of privilege” similar to a board member asking the citizen to speak into the microphone, because the citizen cannot be heard. An incidental motion provides a means of questioning a procedure concerning other motions.

What are main motions? ›

The main motion is the basis of all parliamentary procedure. All business to be considered by an assembly is introduced by a main motion. This type of motion may only be considered if no other business is pending.

What 4 types of general motions does Robert's Rules of Order provide? ›

Robert's Rules of Order provides for four general types of motions: main motions, subsidiary motions, incidental motions, and renewal motions. The most important are main motions, which bring before the organization, for its action, any particular subject.

Does and don'ts minutes in a meeting? ›

Ask for clarification during the meeting so that your minutes can be accurate. Do not switch tenses throughout the minutes. Use one tense (past tense works well). Personal observations or judgmental comments should not be included in meeting minutes.

What should not be included in minutes of a meeting? ›

2 What should be excluded in the meeting minutes?
  • Avoid switching tenses in your writing. ...
  • Avoid recording the debate; just record the outcome. ...
  • Avoid making personal observations or opinions. ...
  • Avoid verbatim quotes. ...
  • Avoid letting the meeting move on if you're confused.

What happens if no one seconds a motion during a meeting? ›

After a motion is proposed, if the motion requires a second and none is immediately offered, the chair of the body will usually ask, "Is there a second?" If no second is obtained within a few moments of proposing the motion, then the motion is not considered by the assembly, and is treated as though it was never ...

What are the types of election methods? ›

  • 3.1 Indelible ink.
  • 3.2 Electronic voting.
  • 3.3 NOTA.
  • 3.4 Absentee voting.
  • 3.5 Postal voting.

What are the five things that influence voting behavior? ›

For each individual, the order of importance of factors like loyalty, satisfaction, employment, gender, religion and class may look very different in a national or regional elections, even when the elections occur with relatively similar candidates, issues and time frames.

What are the 3 types of voting? ›

Mixed member majoritarian. Single non-transferable vote.

What are the three steps in the election process? ›

  1. The Requirements.
  2. Step 1: Primaries and Caucuses.
  3. Step 2: National Conventions and General Election.
  4. Step 3: The Electoral College.

What is simple voting system? ›

Under this system each voter writes an "x" next to their chosen candidate. At the end, the votes are counted. The candidate with the most votes wins. Some people think that first-past-the-post is unfair because they believe that many votes are wasted.

What are the three factors that make a person more likely to vote? ›

Age, education and family status. Age has been found to matter a great deal when it comes to voting participation. In 2011, the turnout rate was about 50% among people age 18 to 24, and was only a few percentage points higher among 25- to 34-year-olds (Chart A).


1. How to Run a Board Meeting
(Nonprofit Ally)
2. Warren Buffett explains the 3 main tasks for a board of directors
(The Financial Review)
3. The Basics of Making Motions (demo)
4. Stop Beginning Your Speeches with Good Morning and Thank You and Start with This Instead
(Deborah Grayson Riegel)
5. Effective Board Meetings: Do’s & Don’ts for Board Members & Executives
6. Parliamentary Procedure Basics
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