Board Voting Procedures: Step-by-Step Guide

  • By: Adam Wire
  • April 13, 2023
5 Tips to Streamline Board Voting
Reading Time: 4 minutes

A board vote enables boards to reach consensus on important matters. Learn how boards streamline board voting by leveraging technology.

Making crucial strategic decisions is a core duty of a company’s board of directors. Since the decisions boards make impact an organization’s success and future, board directors must follow the due board voting process when introducing new policies.

From the wording in the first meeting motion to the security of the voting procedure, each aspect must be democratic and transparent to avoid assumptions and misconstructions. Furthermore, an efficient voting process often leads to good board decision-making.

If you want to oversee an effective voting process in your organization, this article outlines the step-by-step process to follow when voting. It also explains how OnBoard management software can help streamline board meetings and voting procedures.

What is Board Voting?

Board voting is a process board directors use to vote for or against critical organizational policies and decisions. Oftentimes, the voting process is guided by a board chairman using Robert’s Rules of Order to ensure a legal, fair, and equitable vote.

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Types of Board Votes

Board members vote on several important issues, including legal, financial, and any program-related matters that affect an entire organization and its workers. Examples of critical issues that boards vote on include:

  • Strategic planning 
  • Business plan approval
  • Budget approvals for the fiscal year and specific events or campaigns
  • Appointment of chairs of different committees
  • Compensation of executive officers
  • Bylaw or articles of corporation amendments

Still, every organization has its bylaws, which determine what a board of directors can vote on. Check your company bylaws to understand the legal voting boundaries of your board.

Board Voting Procedures (Step-by-Step)

The process boards follow when voting on crucial matters impacts the quality of decisions they make and their successful implementation. To ensure your board voting procedure is secure, accurate, and efficient, follow this step-by-step process:

1. Motion

Board voting procedures begin with a motion. A motion is a proposal for a specific action or resolution that a board director presents before or during a board meeting.

When presented before a meeting, a director first introduces the motion to the board chair, who includes it as part of a meeting’s agenda. From there, the chair brings the motion forward to board members during the meeting. 

On the other hand, when a motion is presented during an ongoing board meeting, the director presents the motion to the board as an extra agenda item for discussion.  

2. Second

Once a motion is presented to a board, one of the directors must state they second it for it to proceed to the next stage. 

Seconding a motion doesn’t mean a director agrees or approves it. Instead, a director may second a motion if they feel it’s worth discussing. Ultimately, if no director seconds a motion, the board can vote to amend the motion and discuss it on a later date or declare the motion dead.

3. Discussion

If a motion is seconded, the board chairman opens the floor for members to discuss it. During the discussions, the board chairman oversees that each board member gets an equal opportunity to comment on the motion and advocate for a specific position.

The chairman also ensures discussions are handled in an orderly manner. Once all members have had a fair chance to share their opinion on a motion, the chairman closes the motion discussions.

4. Vote

After motion discussions wind down, the board chairman calls for a vote. However, before voting, the chairperson may ask the board of directors to choose whether to amend, withdraw, or vote on the motion.

If a board chooses to vote on a motion, the board chairman presents the members with the option to vote yes, no, or abstain. Once voting is complete, the chairman announces the final tally to members. If all board directors vote yes, the motion gets board meeting approval through unanimous written consent.  

How Technology Improves Board Voting

In the past, boards could only vote using written ballots, emails, and voice calls. However, technological advances have introduced better, safer, and more efficient ways to vote, such as online or electronic voting through board management software.

With this type of voting, boards are guaranteed better transparency, efficiency, and accuracy in their voting processes. Furthermore, a board portal is convenient for voting remotely using any electronic device.

Portals are also one of the most advanced platforms in terms of security. As such, boards can be confident in the integrity of their voting processes and the protection of their votes from internal and external attackers.

Getting Started With OnBoard

Board voting is an essential part of every board. It allows boards to implement strategic policies and regulations, approve business plans, appoint executive officers, and determine their wages. When voting, boards must follow a systematic voting procedure that involves introducing the motion, seconding, discussing, and voting to ensure a fair, equal, orderly, and secure vote.

Luckily, OnBoard board management software can help boards streamline board voting procedures. The software provides boards with a secure central hub to introduce motions, discuss, and vote for them remotely.

OnBoard also helps board directors develop a clear board resolution after meetings. Overall, boards stand to gain the following benefits by using OnBoard:

  • Reduced board management costs, including voting expenses
  • Increased transparency in board operations
  • Easier access to board information, including meeting minutes
  • Better communication before, during, and after board meetings

Is your organization taking advantage of board management software? If not, your board operations may be less effective and efficient than required. Generally, boards that use board management software platforms perform better than those that don’t.

To learn more about how the board management software works, check out our free Board Management Software Buyer’s Guide.

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Frequently Asked Questions (FAQ)

  • How Do Directors Vote During a Board Meeting?

    Board directors in an organization can vote through written ballots, voice calls, emails, and even videoconferencing. However, the most reliable and secure voting platform today is board management software.

  • How Does a Board Vote Out a CEO?

    The board of directors can unanimously vote out a CEO during a board meeting at the request of company shareholders. The vote can also be divided, but the majority vote always dictates the final board decision.

Ready to upgrade your board’s effectiveness with OnBoard the board intelligence platform? Schedule a demo or request a free trial

About The Author

Adam Wire
Adam Wire
Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.