How to Introduce a Board Meeting Voting Protocol

The iBabs State of Meeting Management 2024 report found that only around half (51%) of meeting participants were satisfied with the way in which their company organised and ran its meetings. This suggests that there is a case for organisations to improve such processes as preparing agendas, tracking action points and creating effective and transparent voting procedures. 

And voting is particularly important in the boardroom, where directors make decisions regarding the strategic direction of the business and how to navigate through volatile conditions to reach its goals. Establishing a robust board meeting voting protocol is key to creating the right environment to nurture better decision-making. 
This article explores what your voting protocol should include, how voting should run within a board meeting, best practices for a more productive process and the role that effective voting plays in better corporate governance.

What to include in your board meeting voting protocol

Here are the elements you should include in your board meeting voting protocol so that all members understand the process of decision-making around the boardroom table. 

Roles and responsibilities

Set out which board members can propose a motion, suggesting an action or resolution they believe the board should take. In addition, declare which directors can second that motion and who should take part in the discussion that follows. Ensure you note the role of the board chair in the process of proposing, seconding and discussing agenda items. 

Motion processes

Note how the process for proposing motions will work. Consider that there are two different methods, depending on when the proposal is made:

• Ahead of the meeting, allow directors to work with the chair and board secretary to suggest motions for the next board meeting.
• Consider how you will handle proposals made and seconded during the meeting, and where they will fit on the agenda. 

Etiquette rules

As well as understanding who carries out which roles within the board meeting, it is important to understand the protocols required to ensure discussions run in a respectful and effective manner. 

Ensure you include board meeting etiquette guidance in your voting protocol. This includes refraining from interrupting the discussion, respecting the views of colleagues and always deferring to the chair. By maintaining these principles, the voting process will run more smoothly. 

Voting procedures

The board should be aware of how you will conduct votes during the board meeting. Examples of voting procedures include:

Type of voting	Explanation
Voice vote	Often part of a roll-call vote, the secretary comes to each member in turn and asks them to vocalise their decision.
Show of hands	The chair asks for everyone voting one way to put their hand up, counting them and then asking those who want to vote the other way to raise their hands.
Written ballot	Directors mark their vote on a ballot paper and hand it to the chair or secretary, who counts the votes for each option.
Electronic voting	Using a board meeting portal, members cast their votes electronically, with the system counting the votes for each option and storing the result in its memory.

Ensure your protocol also makes provision for proxy and absentee votes from board members who cannot attend the meeting. Consider how their voice will still be heard in the decision-making process. 

Voting thresholds

You should decide in advance what threshold is needed to pass a motion. This might differ between different items of business, depending on the importance of sensitivity of the topic. Set your parameters in your board meeting voting protocol. 

Examples include: 

Threshold	Explanation
Majority	Where more directors vote for one option than the other. One additional vote is enough to win.
Two-thirds	Where at least two-thirds of those in attendance must support a motion for it to pass.
Super-majority	Where at least three-quarters of those voting must agree to succeed.
Unanimous consent	Where all directors agree on a topic. A unanimous consent board resolution does not necessarily have to take place in the meeting. If all members agree, it can take place in advance to save meeting time.

Note what should happen in the event of a tie vote. For example, does the chair have the casting vote? 

In addition, you should have a policy for taking confidential votes or those on sensitive topics. This is usually handled in an executive session, with the minutes filed separately from those of the regular board meeting. 

Special considerations for virtual meetings

With the increase in virtual and hybrid meetings, this may affect how your board votes on discussion points in meetings. Make sure that remote attendees have the same democratic opportunities as in-person participants by ensuring your voting system works in both formats.  

The chair should also ensure they allow remote directors to contribute to the discussion and create procedures for them to alert the chair if they wish to talk. 

Recusal and conflict of interest guidelines

Occasionally, directors will face a conflict of interest and your voting protocol should explain the procedure for ensuring this does not damage the fiduciary duty of the director or the board of directors in general. 

For example, a board member may hold a senior role in another company, which is competing for a tender with your organisation. In this case, they might be swayed to make a decision that favours their other role rather than being the best option for your business. 

Create a process to declare conflicts of interest and to manage them effectively, having the director recuse themselves from discussion and voting on that topic. 

Board meeting voting in action

Your board meeting voting procedure will typically look like this:

Preparing for the vote

Create the meeting agenda, listing all of the items of business for discussion during the next board meeting. Note which will require a vote on the day and list any special requirements for that vote. For example, if it will require a super-majority to pass. 

Include a description of each item that clearly defines what will be discussed and the reasons for its inclusion on the agenda. Keep it concise, though, and simply state the facts, rather than trying to sway the thoughts of directors ahead of the discussion. This means that directors will understand what it is they will be voting on in advance and can prepare accordingly. 

Use a board portal to distribute the agenda, with links attached to supporting documents and reports. Allow directors to collaborate and communicate to ensure everyone understands the nature of the business ahead of the meeting. 

Voting process (example)

• A motion is proposed to put a topic before the board for discussion. This is clearly worded so that there is no doubt about what the motion seeks to achieve if it were voted for. 
• Another member seconds the motion, indicating that at least one other director believes it to be relevant and worthy of debate. Without a second, the motion does not reach the meeting agenda. 
• For seconded motions, the board should discuss the content of the proposal, with each member having equal opportunity to comment and advocate their position on the topic.
• The chair calls for a vote using whichever method is allowed under the organisation’s rules. 
• The chair then announces the results of the vote and whether that means the motion has passed or not. If it has, it becomes a binding resolution that the board members should sign. 

The chair leads the meeting, moving between items of business and managing the discussion. They are responsible for ensuring all members who wish are able to input their views on the topic. The chair will sense when the discussion is complete and the board is ready to vote, keeping the meeting running and to time. They should also be prepared to make a casting vote, should that form part of your company’s protocol. 

After the vote

Record the results of the votes that take place and document them in the meeting minutes. From the outcomes of these votes, there will be action items to delegate to attendees and this should be noted down to maintain accountability for completing them. 

Store the minutes, results of the votes and other relevant information in a secure archive to allow stakeholders to refer back to them in the future if there are any queries over what the board voted for and why. 

Best practices for more productive board voting

• Utilise electronic voting systems to store the results of votes digitally and create a level playing field between in-person and remote participants
• Allow for robust discussion in the meeting to ensure that all viewpoints are heard and considered
• Clearly state the motion so that everyone understands what they are voting for
• Take votes individually so that there is no mistaking how many board directors voted for each option
• Train board members on voting technology and procedures to make sure the voting process runs as smoothly as possible
• Review and update your voting protocols regularly to ensure they work for all board members and are helping you make the best possible decisions
• Engage board members for higher participation by encouraging collaboration outside of the boardroom

FAQ

Can a board member vote by phone?

Yes, a board member can vote by phone if the organisation's byelaws or governing rules allow for this form of participation in meetings. Consider how to make it as easy as possible for the director to join in the discussion and understand the competing arguments. 

Do all board members have voting rights?

Most board members have voting rights. However, specific roles or types of board members, such as non-voting or advisory board members, may take part in discussions and present evidence to the board, but do not vote. 

How do you record board votes in meeting minutes?

Board votes are recorded in the meeting minutes by noting the motion proposed, the outcome of the vote (passed or failed) and a tally of votes if needed (yes, no and abstentions). It's essential to capture the essence of the discussion and the final decision accurately.

References and further reading

• How to run an efficient board meeting
• How to organise hybrid meetings
• What is a board meeting protocol?
• Study: What do boards really do?
• The Board Book