Board Voting: Common Steps & Tips for Better Decision-Making

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We’ve all heard the cliché of boards of directors sitting around a table saying “yea” or “nay,” but the reality of board voting is more complex than that.

From fundraising strategies to programmatic developments, the decisions that boards make have major impacts on their organization’s future. They are responsible for establishing the nonprofit’s direction and creating policies that will fulfill its vision. Typically, those decisions are made through a democratic process determined by majority rule. With so much riding on these decisions, board voting procedures need to be foolproof.

Everyone—especially your board leadership—needs crystal clear directions on what they’re voting on and what procedures they should follow to ensure their voices are heard. Motions need to be worded carefully so that nothing can be misconstrued, and votes need to be cast in an orderly fashion.

In addition to voting, you need to be sure you’re covering all your other governance bases.
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At Boardable, we’ve worked with thousands of nonprofit professionals to deliver an exceptional board member experience. We’ve witnessed a wide variety of nonprofit board voting procedures, and we have a solid understanding of what an effective process looks like. Using this knowledge, we’ve created this guide to help your board improve its voting procedures, have productive conversations, and arrive at decisions much quicker. Here’s what we’ll cover:

Board voting is a core responsibility at any nonprofit. There’s no room for error or unethical practices, especially when the nonprofit’s success is on the line. Let’s dive into what effective board voting looks like, so your team can become more knowledgeable on the right procedures and subsequently multiply its impact.

Explore these common questions about nonprofit board voting.

Nonprofit Board Voting Q&A

If you want to refine your approach to board voting, you’ll need to have any lingering questions answered. Let’s look at a few common questions that executive directors and board leadership often have about board voting. This foundation will empower you to move forward with confidence when implementing new procedures.

Do all board members have voting rights?

Generally speaking, each board member has one vote on any matter presented to the board for action. This includes the presiding chair. While some nonprofits require that the board chair not vote, this is considered bad practice. They should vote, but they should go last in order to avoid unduly influencing a vote.

Some nonprofits have non-voting participants called honorary members. Any person who attends board meetings but does not have the right to vote is not considered a board member. However, this practice is not recommended because these individuals can be held liable for the board’s decisions. Instead, these people should serve as committee members.

Staff members like the executive director do not vote at most nonprofits. Having your staff vote is considered a conflict of interest since boards often vote on matters like staff cuts and performance evaluation results. However, there may be specific circumstances when it is admissible. Check your bylaws and local regulations when determining if there are matters your staff should vote on.

Can a board member vote by phone?

In most cases, all board members who are present–either by phone or other electronic means–should be entitled to vote as if they were personally and physically present at the meeting. Some organizations also permit board members to vote by email.

However, ensure quorum is met and that board members voting remotely are permitted to via the organization’s governance rules and local regulations. Just be sure your technology is equipped to handle remote voting.

How do you record votes in meeting minutes?

How you record board votes depends on your nonprofit’s governance procedures. Be sure to review any legal requirements in your state. If there aren’t any specific guidelines, you can take your own approach. Take these options for example:

  • Clearly state whether the motion passed or failed. For instance, you can write, “The motion passed.” You could also say, “The motion passed as amended,” or “The motion passed unanimously.”
  • Do a roll call vote. In this case, the secretary will read through the role, and each board member will cast their vote aloud. Each individual’s vote should be written alongside their name.
  • Say how many votes were in favor and against the motion. For instance, your minutes could say something along the lines of “The motion failed with 2 votes in favor, 6 against, and 1 abstention.”

To simplify the process, many nonprofits follow the reputable Robert’s Rules of Order. These procedures say that when ballots are used, you should record the total number of board votes for each side instead of only recording whether the vote passed or failed. When board votes are cast aloud, each member’s name should be attached to their vote in the minutes.

RELATED: Looking to learn more about recording your meetings? Take a look at our complete board meeting minutes guide to make sure you’re structuring your minutes in the best way possible.

Board voting is typically composed of a few core steps.

Basic Nonprofit Board Voting Procedures

While nonprofit board voting procedures vary between nonprofits, all follow the same structural foundation. Regardless of your board’s exact voting procedures, your organization should structure board meetings to help maintain order in the boardroom and arrive at decisions in a timely manner.

Let’s walk through the general protocol step-by-step so you can visualize how board voting will look like at your own organization. Here’s the typical rundown that most nonprofits follow:

Nonprofit board voting procedures typically follow this process: a motion is made, discussion is held, amendments are proposed, and voting commences.

  1. A motion is made. To put a motion on the floor, a board director must offer a statement that proposes action. For example, they might say, “I move to approve the proposed budget for the organization’s annual gala.” Once a board member makes a motion, another member must second it before the board can move forward. When seconding a motion, a board director isn’t necessarily saying they agree with the motion; they’re merely stating that they agree that the topic is worthy of discussion. If it’s not seconded, the motion dies.
  2. The board chair opens the floor for discussion. As soon as the motion is seconded, board members will be permitted to talk about the proposition. They’ll have the chance to ask questions, consider all sides, and offer their perspectives. To keep the discussion orderly, board directors must request permission to have the floor to speak, and they must address their comments to the chair to avoid creating a hostile environment.
  3. Amendments are proposed. When a more complex motion is made, there’s potential for ambiguity. Those who make these types of motions should word them carefully and concisely. Otherwise, it won’t be unquestionably clear to board members what they’re expected to vote on. When discussion takes place, a board director may move to amend the motion for clarity.
  4. The chair determines if the motion will be voted on, amended, or withdrawn. After the conversation dies down, the chair will close discussions. If they want to move forward, they’ll call for a vote. Each board member will vote ‘yes,’ ‘no,’ or ‘abstain.’ Abstentions are when an attendee does not vote for or against the motion, but they’re counted as ‘yes’ in board voting. Board members might abstain from voting if they have a conflicting interest in the result of the vote, for example. Determine what method your board will use to vote in advance, whether that’s via paper ballots, board portal, roll call, or some other means. For more sensitive topics like board leadership elections, you may want to do anonymous voting via your board portal. From here, the board secretary records the results in the minutes.

Board voting may seem intimidating at first glance, but after a few rounds of practice, the process will become smoother and more efficient. Be sure to lay down your nonprofit’s specific procedures beforehand, so everyone will be on the same page. Then the conversation can focus on insightful discussion rather than navigating confusion. We’ll discuss a few simple ways to accomplish this below.

Check out these nonprofit board voting best practices to improve your procedures.

Best Practices for More Productive Board Voting

Once you have a general idea of what your nonprofit board voting procedures will look like, you can jump into refining the process. From implementing the right software to encouraging members to speak up, there are many easy steps you can take. Let’s take a closer look at some of your options!

This graphic covers different tips for effective nonprofit board voting.

1) Use software to improve the nonprofit board voting experience.

Today’s society is powered by technology, and that extends to board service. The right nonprofit software can streamline many of your organization’s daily tasks, including board voting. As your board continues meeting remotely during the pandemic, digital voting is crucial for maintaining momentum and making quick decisions when your nonprofit needs input the most.

Boardable’s experts have optimized their virtual voting tools to help develop active, contributing board members. When you invest in powerful board software, you’ll gain access to helpful features that let you create polls either in advance or as motions are made during a meeting. For more sensitive issues, you can enable anonymous voting so that everyone feels comfortable sharing their honest views.

Plus, everyone will be able to view upcoming and past polls in a convenient dashboard. That way, they can come prepared with insightful discussion points or quickly reference past decisions.

Boardable's nonprofit board voting tools combine upcoming and past polls in a convenient dashboard.

Even once you shift to hybrid or in-person meetings, these tools will be immensely helpful for both your in-person and remote attendees. Whether someone’s out of town for work or unable to attend due to a family matter, they’ll still be able to actively participate.

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2) Make sure everyone understands the rules.

When implementing new board meeting procedures, make sure your team is all caught up on the most recent regulations. Catch your new board members up to speed as part of their training before their first official meeting, too. That way, everyone can jump in and participate.

In addition to your board’s own meeting structure, there are additional organizational and local regulations you should be sure to follow. Here are two primary resources you should check to move forward:

  1. Your Organization’s Bylaws: To prepare your nonprofit board voting procedures, start with your bylaws. What do they say about voting? Do your bylaws outline what constitutes a quorum? Who can vote? How can your members vote? Understanding your bylaws will help you understand the basic guidelines and legal parameters for board voting.
  2. Local Regulations: All nonprofit board members should also familiarize themselves with the requirements of the state in which they operate. With the popularity of electronic voting, ensure everyone understands these regulations in-depth to operate within state standards.

If you are operating remotely, you should review these rules in even more depth. With both of these resources, not only should you double-check how members can vote (e.g. via email, phone, board portal, etc.), but you should also make sure they’re able to vote remotely in the first place. Going the extra mile to exercise effective governance will prove invaluable in your board’s decision-making.

3) Encourage everyone to actively participate in discussions.

Your board directors volunteer to serve your nonprofit, not to sit back in board meetings and let a select few dominate the discussion. They each reside in a position of power because they bring valuable insights to the table. Encourage them to exercise their skills by actively participating in the discussion when voting on important decisions.

Our guide to board engagement warns against these types of discussions, as “when your team brainstorms ways to maximize organizational impact…poor participation levels can decrease productivity and negatively influence other attendees’ enthusiasm.”

Active participation will boost engagement and ensure all voices are heard. That way, everyone will ultimately have a say in any matter, and it will be less likely that someone will openly contest the end results.

RELATED: If participation has fallen by the wayside while operating remotely, take a look at our guide to virtual board meetings. You’ll learn how to maintain momentum and reignite board members’ passion in your meetings.

4) Be cautious about how board members vote on important issues.

While remote voting is certainly beneficial, your board leadership should exercise caution when deciding on important issues, like electing new board leadership or selecting an executive director.

Everyone should participate in the discussion to hear all sides of the matter in these cases. When board members can’t participate and hear all sides, should they be required to vote on the measure later? Do they forfeit their vote? Where do you draw the line on being present at a board meeting as a requirement to vote on motions? If a board allows remote voting, there should be specific guidelines about when it is permissible.

The bottom line is that your board should be cautious about how board members vote so that the organization stays on the right path moving forward.

Conclusion & Additional Resources

With your nonprofit’s success relying on the board’s decisions, effective board voting procedures are not something your team should gloss over. Your nonprofit and all stakeholders who support your initiatives deserve the assurance that voting is effective and transparent.

Effective board voting starts with a sound structure and is refined through plenty of practice. Remember, dedicated software like Boardable can streamline the nonprofit board voting process, so your team will spend less time navigating meeting procedures and more time making impactful decisions.

Now that you understand the nuances of board voting, you can move forward with confidence! If you’re looking to learn more about effective board management, check out these resources to develop active and motivated board directors:

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This ebook from Boardable outlines the responsibilities of a nonprofit board and the governance provisions to have in place for success.

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