Board Meeting Voting Protocol Explained

Corporate decisions lie with the members of the board of directors. Considering the executives’ tight schedules and the weight of the consequences of their decisions, it is crucial that every meeting is structured and regulated.

Having a board meeting voting protocol allows directors to maintain order and make the most informed decisions to resolve corporate problems. An effective voting protocol will guide the directors to understand their roles and rights, establish goals, and describe the necessary board meeting voting procedures.

In this article, we explore the three major aspects of modern board meetings: voting, making a motion, and facilitating a successful online meeting.

Table of Contents

  1. Board meeting voting procedures
  2. Who can make a motion?
  3. Benefits of online board meeting voting

Typical board meeting voting procedures

Board meeting voting procedures typically consist of four stages: making a motion, opening a discussion, proposing amendments, and voting. The Chairman of the Board is in charge of moving the process from one stage to the next. Here’s what it looks like in practice:

The motion. Making a motion is essentially proposing an action, such as, for example, to review the company’s social media policies. Another member of the Board has to second the motion, otherwise, the motion gets dismissed.

  • Note: Seconding a motion doesn’t mean agreeing with the statement. It is simply a way to confirm that the point is worth discussing and move it further.

The discussion. Discussing the motion includes expressing views, asking questions, and considering all possible perspectives. Discipline and engagement are vital in following the board meeting voting protocol, and it is the Chair’s responsibility to guarantee them.

  • Note: Every member has to ask for permission to speak and direct all the inquiries to the Chair rather than the member who made the motion in question.

The amendments. When the motion involves a complex issue, it will require an additional stage of discussion. The primary purpose of making amendments is to make the motion as clear as possible, so all members know what they will vote on.

  • Note: Each member needs to be precise and straightforward during the discussion stages of the board meeting voting procedures. Ignorance or lack of attention at board meetings can lead to catastrophic results for the company.

The voting. Based on the discussion’s results, the Chair will close the floor and decide to either amend, withdraw, or vote on the motion. When voting, each member chooses between ‘yes’, ‘no’, and ‘abstain’. Once all votes are submitted, the secretary records the results in the minutes.

  •  Note: ‘Abstain’ is considered a ‘yes’ in the final count.

Who can make a motion at a board meeting 

As per Robert’s Rules – a governance manual for most director boards – every board member has the right to make a motion.

  • Exception: In rare cases, an ex officio member might get excluded from voting. Ex officio members serve on boards and committees by obligation from their position. For example, the board’s Chair can be an ex officio member of all organization’s committees. 

Including who can make a motion at a board meeting in a voting protocol is a good practice. It offers a variety of angles and helps the board make objective decisions.

The benefits of online board meeting voting

Board portal software makes board meeting voting procedures convenient. The top five advantages of conducting digital board meetings are:

  1. Enhanced security
    Modern board portals guarantee high levels of data protection and help make your board meeting voting protocol confidential.
  2. Global accessibility
    Board members can make decisions from anywhere in the world as long as they have a stable Internet connection. This significantly speeds up board collaborations.
  3. Accurate results
    By eliminating the risk of human error, board software delivers the most thorough review of board meeting voting procedures.
  4. Automatic recording and analysis
    The board portal will also document and analyze the data gathered during each meeting, simplifying the secretary’s job.
  5. Improved conversion
    The digital outlook on board meeting’s flow allows directors to convert voting results into action items faster and more effectively. This way, once the board meeting voting protocol is met, the board can immediately focus on realizing their decisions.