Electronic Voting For The Board Of Directors: Dos and Don'ts

These days, businesses are finding the most suitable people for their boards without the restrictions of distance between home and office. With shifts to hybrid ways of working and the rise in the use of electronic meeting software such as Zoom, Skype and Microsoft Teams, in-person board meetings are no longer a must-have. However, it’s critical to remember that many of the same rules still apply. Ultimately, each director has to fulfil their responsibilities and fiduciary duties wherever they’re voting from.

This means that many of the daily tasks of the board of directors and company secretary can be managed by board management software. They can use this software to share documents securely, take virtual meeting notes, circulate agendas, facilitate virtual meetings and, subsequently, vote online. 

So, what are the rules for electronic voting for the board of directors? Does a distinct process need to be in place? How can we make sure votes are securely and confidentially held? We’ll explore these topics throughout this guide, covering the dos and don’ts.

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Why do you need an online voting process?

In today’s business landscape and with the rise in virtual board meetings, boards need the flexibility to vote remotely while upholding fairness and equality for all.

The problem that most boards face is that their current voting process (as dictated by laws and bylaws, Robert’s Rules and/or local regulations), may not be easily transferable to a virtual process. In fact, Robert’s Rules added four new sets of rules and scenarios as of September 2020 to cover how to hold e-meetings while adhering to the fundamentals of the framework. According to Robert’s Rules, the definition of “electronic meeting” is one of the following:

  • Scenario A: Full internet and telephone meeting services that have audio, text, voting and optional video.
  • Scenario B: Telephone meetings with internet for secret voting and document sharing (a teleconference).
  • Scenario C: An in-person meeting with a speakerphone in the meeting room for those who can’t attend.
  • Scenario D: Telephone only with no meeting room or internet support.

Choosing software for e-voting 

Here are some features and tips to follow when creating an effective virtual meeting voting procedure.

FlexibilityTry to choose a voting solution that isn’t tied to one industry or sector, as you may find that the system doesn’t have all the tools that you need.
SecurityThe system needs to be secure. This means safeguarding voting data and documents safe while ensuring that all members’ devices are protected.
Ease of useTo be as accessible and effective as possible, the software needs to be easy for everyone to use. Provide training if needed.
Tech requirementsSimilarly, the platform needs to be accessed on multiple devices. Ensure that all members have the technology and voting software available to access and use.
VersatilityConsider multiple methods of voting – electronic ballots, anonymous voting, email vote, viva voce – and whether the platform will facilitate these.
TransparencyEnsure that everyone has access to see the votes as soon as they’re taken, to avoid recounts and doubts about the validity of the result.

Tips for better electronic voting for the board of directors

Once you’ve created a process and board voting procedures for e-meetings or remote meetings, you should refine this further. Some board members may not be as vocal or as comfortable in virtual board meetings, so it’s important that everyone is clear on the differences and similarities between remote communication vs a formal meeting and the relevant voting procedures. Let’s review the most important considerations here.

1. DO: Check the law

With some bylaws and regulations dating back years, you may not have specific rules in place for e-meetings or virtual voting. Be sure to check the applicable laws, regulations and bylaws before investing time and resources into electronic voting.

If it’s possible, you can ask for amendments to be made to support electronic and virtual voting processes.

2. DO: Use dedicated board voting software

By using purpose-built board voting software, you can rest assured that you have all the tools at your disposal. It’s even more effective if this software integrates with your board management portal and allows you to do everything related to meeting organisation in one place. 

3. DO: Stick to a specific voting procedure

Whether you have your own processes in place or adhere to Robert’s Rules of Order, implement a voting procedure and stick to it. With rules and procedures set, the board of directors can be in no doubt as to how voting will take place. Make sure that all members are familiar with the procedure before your first meeting.

4. DON’T: Let silence take over the meeting

Running virtual meetings can mean a lack of participation or an unwillingness to speak up. As much as possible, encourage an environment that’s similar to an in-person meeting.

Remember – Robert’s Rules (and other parliamentary procedures) stick to the fundamentals of allowing every member’s voice to be heard equally. The board may not be in a traditional meeting space, but the rules still need to be respected, particularly when it comes to debating and voting.

5. DON’T: Use voting by voice (viva voce) or roll call procedures

If there’s anything the past few years have taught us, it’s that technology can be a tricky beast to tame! Avoid using voice roll call on virtual meetings because background noise, other participants and technology drop-outs can cause miscommunications and delays in meeting progress. 

6. DO: Test your technology

Give ample opportunities for training and testing prior to any virtual votes. Test the technology with your board members and make sure each member is confident about using the solution ahead of any votes taking place.

7. DO: Familiarise the board with remote meeting etiquette

Send a polite email ahead of the first meeting to get everyone up to speed with remote voting rules as well as proper etiquette. This includes:

  • Sharing agendas and discussion points shared beforehand
  • Testing your technology, internet, webcam and microphone ahead of the meeting
  • Choosing a room with no distractions, with good lighting and cameras on
  • Muting microphones when not talking
  • Reducing background noise
  • Dressing appropriately


Is voting by email secure enough? 

Voting via email is one of the easiest and fastest ways to get a vote done. However, many bylaws and regulations suggest that an electronic vote isn’t valid due to its risk of a cyber attack. If you do decide (and are allowed) to manage a vote by email, make sure you have a strict voting procedure in place. Remember that email voting is also not anonymous. As an alternative, you can use a virtual board portal instead to take anonymous votes.

Can a board member vote by phone?

If allowed by the organisational bylaws, a board member can vote via telephone during a virtual board meeting. 

How does a board of directors make decisions, and who has voting rights in a company?

Each individual board member has one vote on any issue brought forward for the board to make a decision on. Presiding officers also have one vote, with the same voting power as all others. However, some boards require the chair to abstain from voting or to vote last so as to avoid undue influence. In certain situations, a chairperson may make a casting vote to split a decision.

How do directors vote at board meetings?

There are several methods of voting at board meetings. These include:

  • Viva voce (vote by voice)
  • Vote by rising
  • Vote by ballot
  • Vote by mail
  • Vote by email
  • Vote by unanimous consent
  • Roll call voting
  • Absentee voting – also known as a proxy vote

Directors cannot vote on anything pertaining to their personal interests. As part of their fiduciary duty, they must vote in good faith and in the best interest of the organisation; this applies to company directors as well as non-profit board members.


Although electronic communications can feel tricky to navigate, the process of voting by directors is just as important in an electronic meeting as it is in an in-person board meeting. Our top tips are:

  • Check your organisation’s bylaws and regulations for electronic meetings
  • Use trusted, secure and purpose-built software to take votes
  • Create a robust virtual voting process
  • Perform a dry run to familiarise each board member with the software and technology

Still not sure where to start? iBabs can help. iBabs is a board meeting platform that makes minutes, agendas and other documents easier to share, collaborate on and manage within your organisation. Get started with a free product demo today to see how you can save time using iBabs’ board portal.

References and further reading

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