If you’re new to board meetings—or even if you’ve been in the room for years—some of the board meeting voting terminology can feel surprisingly technical. I’ve worked with many boards over the years: as a CEO, an executive director, and a board member myself. And I’ll be honest—there are several terms I had to learn the hard way. I genuinely wish someone had handed me a cheat sheet when I was just starting out.
So, consider this your cheat sheet. Whether you’re an executive director, board chair, new board member, or someone supporting your board behind the scenes, this guide is meant to give you clarity. These aren’t just definitions—they’re the working vocabulary of good governance.
Board Meeting Terminology
1. Quorum
The minimum number of board members that must be present for a meeting to be official and for votes to count. If your bylaws state that the quorum is 5, and only 4 members show up, you can’t hold a valid vote.
2. Motion
A formal proposal made during a meeting. For example, “I move that we approve the budget for next fiscal year.”
3. Seconding a Motion
Before a motion can be discussed or voted on, another board member must “second” it. This doesn’t mean they agree—it just means it’s worth discussing.
4. Abstain
When a board member chooses not to vote on a motion, often due to a conflict of interest or insufficient information. Abstaining is different from voting “no”.
5. Majority Vote
Typically means more than half of the votes cast by members present. It’s the most common requirement for a motion to pass.
6. Two-Thirds Vote
Some decisions—like amending bylaws–might require a higher threshold. A two-thirds vote means exactly what it sounds like: two-thirds of the board members present must vote in favor.
7. Conflict of Interest
If a board member has a personal or financial interest in a matter being discussed, they are expected to disclose it and may need to recuse themselves from voting.
8. Duty of Care
This refers to the responsibility of each board member to act in good faith, stay informed, and make thoughtful decisions that serve the best interests of the organization.
9. Fiduciary Duty
A broader term that includes the duty of care, duty of loyalty, and duty of obedience. Board members are legally obligated to act in the best interest of the nonprofit.
10. Executive Session
A closed portion of a board meeting where sensitive topics (like staffing or legal issues) are discussed. Staff may be asked to step out.
11. Consent Agenda
A way to streamline meetings by grouping routine items (like past meeting minutes or committee updates) into one vote. It saves time, but board members should review the materials in advance.
12. Robert’s Rules of Order
The gold standard for running orderly meetings. Many boards adopt these rules (or a simplified version) to guide how motions, discussions, and votes happen.
13. Ad Hoc Committee
A temporary committee is formed for a specific task, like planning a fundraising event or evaluating the executive director. Once the job is done, the committee disbands.
14. Standing Committee
An ongoing committee that handles recurring areas of board work—like finance, governance, or audit.
15. Proxy Voting
Allowing someone else to vote on your behalf. Some nonprofits allow it; others don’t. Your bylaws will specify whether it’s permitted.
16. Unanimous Consent
When all board members agree on a matter without a formal vote, it’s usually used for routine matters or when everyone is clearly aligned.
How Boardable Can Help
Understanding voting terminology is just one piece of effective board governance. But as any nonprofit leader knows, putting that knowledge into action—while juggling agendas, documents, meetings, and decisions—is another challenge entirely.
That’s where Boardable comes in.
Boardable is board management software built specifically for mission-driven organizations. It helps nonprofits streamline their board operations by bringing everything into one place: meetings, agendas, documents, votes, and even secure messaging. So whether you’re clarifying a motion, tracking quorum, or managing abstentions and majority votes, you have the right tools to do it smoothly—and in full compliance with your bylaws.
Even better? Boardable’s features are designed to support both seasoned governance pros and first-time board members. With tools like automated minutes, e-signatures, voting capabilities, and committee management, everyone can engage with clarity and confidence. No more chasing down emails or scrambling to interpret Robert’s Rules in real time.
Board meetings can be complicated, but the language used in them doesn’t have to be. Understanding the basics can help you show up more confidently and make better decisions. Got questions or ideas for a follow-up post? Reach out—we’re here to help nonprofit leaders (and their boards) grow stronger together.
