A vote of no confidence, or a motion of no confidence, is used by boards to show disapproval in leadership. We discuss how to conduct such a vote.
To maintain checks and balances, leaders of an organization do not have absolute power. If needed, a board of directors may publicly proclaim that they do not support an executive director or CEO, and take steps to remove that person from their position.
Read on for an overview of what a vote of no confidence is, why your board of directors might consider this decision, and how to conduct a vote of no confidence.
What is a Vote of No Confidence?
As much as organizations want every member of their board of directors and leadership to act in the organization’s best interests, this is not always the case. Sometimes the board may just disagree with an executive’s decision, but more extreme cases may involve unethical, irresponsible, or otherwise problematic actions or decisions from a leader of your organization that go against the organization’s mission or are otherwise detrimental to its values. If attempting to work through these conflicts does not reach the desired outcome, the board may conduct a vote of no confidence.
A vote of no confidence indicates that the members of a group do not support the decisions or actions of a person in power. In the case of a board of directors, this vote would be most likely to be conducted against a CEO, board president, board chair, executive director, or other high-level leader. While the vote doesn’t remove the person from power, that is often a next step.
How to Conduct a Vote of No Confidence
Follow these board voting procedures, based on Robert’s Rules of Order, to conduct a no confidence vote. Defer to any specific voting procedures listed in your board bylaws.
Call for Vote of No Confidence
Any member may decide to officially make a call for a vote of no confidence against a particular leader of your organization, but this should only be done after attempting to resolve the situation. This helps ensure that a problem with a leader is genuinely causing a negative impact on your organization and not simply a disagreement between two individuals.
A failed vote of no confidence may reflect poorly on the members of your board that wanted it and needlessly draw negative attention to your organization. As such, the board should create a petition before an official vote to ensure the individual who called for a vote of no confidence has enough support for the vote to have a reasonable chance of passing.
Allow the Leader in Question to Respond
Leaders may provide a written rebuttal to share more information about their sides of the story prior to an official vote of no confidence. The details provided in this rebuttal may convince the board not to hold a vote of no confidence, sway the decisions of individual voters, or have no impact on the overall outcome.
Conduct a Vote of No Confidence
Once you have gathered enough signatures to determine that a vote of no confidence is an appropriate choice, your board can officially conduct a formal vote. Voting should be secret, secure, and follow local regulations to ensure it’s done legally. The results of the vote inform what the board should do next.
Consider Next Steps
Although a vote of no confidence does not automatically remove a leader from power, an overwhelming vote in favor of no confidence may be used as evidence when taking further action to do so. A failed vote or vote that passes by a slim margin likely indicates that taking further steps to remove a board member is not the best course of action and further mediation will better support changes that may need to be made.
Procedures Across Parliamentary Systems
Parliamentary votes of no confidence may have slightly different goals and outcomes than board of directors votes of no confidence, but they can provide a helpful starting point for determining specific procedure that your board should follow. Some variations on how these procedures work across parliamentary systems include:
- Directing a vote of no confidence at a collective government or an individual politician
- Proposing a vote of no confidence that is unlikely to pass to make a point, or only doing so if it is already common knowledge that most voters will support the motion
- Only being allowed to propose a vote of no confidence within certain time limits, usually no more frequently than every three to six months
- Requiring a specific number or percentage of voters to support a vote of no confidence for it to pass, or only needing a majority vote
- Allowing an individual to propose a vote of no confidence, or requiring a legislature
How OnBoard Improves Board Voting
Meeting local guidelines to properly conduct board voting can be challenging, but board management software simplifies the process. OnBoard provides a streamlined option for conducting secure votes and keeping track of results, as well as a wide range of other features to help your board stay organized.
Download our free board meeting agenda template to quickly build agendas that include all the necessary components, including space for votes.
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 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.
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