What is a Two-Thirds Majority Vote? (Overview, Definition, and Examples)

  • By: Josh Palmer
  • March 22, 2024
Reading Time: 3 minutes

Members of a board of directors must make decisions that affect the success or failure of the organization. 

When voting on major initiatives, executive boards often use a two-thirds majority vote because it requires a broad level of consensus, ensuring major changes or actions are supported by a substantial majority of members. 

Read on to learn more about this voting format, and discover how board management software helps modern boards streamline the voting and decision-making process.

What is a Two-Thirds Majority Vote?

A two-thirds majority vote is a voting system where at least two-thirds (66.67%) of the total votes cast are required to approve a particular motion or decision. This requirement can be qualified to include the entire voting body or simply the board members voting on a particular issue. 

Every voting system has its own benefits and shortcomings. A main benefit of the two-thirds supermajority vote is that the high threshold encourages organizations to find consensus and collaborate in good faith more than other voting systems. 

On the other hand, a two-thirds majority vote can also slow the decision-making process and hamper any sense of momentum. It can also give the minority group of shareholders an outsized amount of power over the rest of the board in the event of a stalemate. This can be especially problematic if there are tensions in the working relationship among any team members.

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How to Conduct a Two-Thirds Majority Vote

1. Define the Voting Issue

Prior to any vote,  one of the directors must introduce a motion to the rest of the board. The board chair will then put it forward to the rest of the team. At least one other director has to second the motion in order for it to be discussed by the board. The conversations can clarify certain details and add specificity to the voting process. 

Board meeting minutes provide a useful tool in these discussions by documenting information from other meetings and acting as an official record. Accurate meeting minutes enhance transparency and reduce the risk of a vote of no confidence against any leaders. 

2. Establish Voting Eligibility

Next, the board has to create guidelines to determine the voting rights of the board and other shareholders. The operating agreement can define many of these rules. This document formally outlines processes regarding voting, board meetings, and other elements of governance. 

Quorums are another way to establish voter eligibility. Written as part of organizational bylaws, quorums state the minimum number of directors that must be present for an official meeting. That number can either be a fixed point or a percentage of the group. If you do choose to set a firm number, it must be large enough to represent the broad sentiments of the team. 

Here are some eligible rules that apply to most organizations:

  • Directors generally have full voting rights unless there is a potential conflict of interest related to the voting results.
  • Staff members are not allowed to vote because they will also have a vested interest in voting. 
  • The honorary members of nonprofits are not considered board members and thus cannot vote either.

3. Hold the Vote

After the board has a full understanding of the rules, the vote can take place. Businesses often use an official record date to inform shareholders and other interested parties of the voting time. Document the date in a format that is easy for team members to find. Also specify the vote format, such as in-person, virtual, or hybrid. 

Traditional voting standards utilize a show of hands or a verbal roll call for votes, but videoconferencing and teleconferencing offer modern options if the board is open to using digital platforms. 

4. Count the Vote

Once each board member votes, a designated official (the board chair in most cases) needs to tally the votes to confirm the result. 

Board management software can be particularly useful at this stage as it provides a high level of transparency and security to the voting process. For materials or decisions that the organization prefers to keep classified, they may use secret ballots. 

5. Announce the Results

The final step of the process is to announce the results of the vote. If the organization allows board members to change their minds after the initial vote, they must do so before the results are finalized. The voting tally and its impact should then be formally documented as part of a new board resolution.

OnBoard Improves Board Voting

What do the most effective boards have in common? Most utilize board management software to streamline the board voting process. OnBoard makes it easy to conduct and manage board votes. 

If you’re considering a board management solution for your organization, we recommend downloading our free guide: Board Management Software Buyer’s Guide. Inside, we give you all the tools and resources needed to find the very best board portal.

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About The Author

Josh Palmer
Josh Palmer
Josh Palmer serves as OnBoard's Head of Content. An experienced content creator, his previous roles have spanned numerous industries including B2C and B2B home improvement, healthcare, and software-as-a-service (SaaS). An Indianapolis native and graduate of Indiana University, Palmer currently resides in Fishers, Ind.