Board Meeting Voting Protocol: Everything Board Members Should Know

Board meeting voting protocol might be confused with board meeting minutes, but there is a distinct difference. Simply put, the protocol is a detailed guide to a perfect board meeting and includes:

• Descriptions of the whole procedure
• Team member roles
• Etiquette rules
• Meeting goals
• Motion making rules

An agenda is easy to draft and is vital to ensure that a meeting is productive and goes according to the plan.

To understand how to draft a voting protocol, it’s necessary to get acquainted with the protocol’s ordinary components. We’ve consolidated them into one article; let’s take a look:

• Common board meeting procedures
• Who can make a motion at a board meeting
• How to organize an effective board meeting

Common board meeting procedures

The board meeting procedure summarizes all the actions board members have to take to achieve the meeting’s goals.

The appointed chairman usually leads and controls the process. It is good practice to choose a moderator for online meetings separately from the chairman.

Who can make a motion at a board meeting?

A little spoiler — everybody present at a meeting can make a motion. 

Imagine a business where only stakeholders can make decisions that change the direction of the company. What if these stakeholders don’t have in-depth knowledge and information about the company’s internal processes? In that kind of situation, decisions based on one-sided motions could bring havoc to the company’s inner workings and operations.

Of course, conflicts of interest are an inevitable part of a business’s day-to-day operations. Heated debates can destroy the procedural process of board meeting voting. But it’s better to avoid any misunderstandings by implementing a clear board meeting protocol than eliminate the possibility of expressing opposing opinions and doubts.

So who is everybody? First things first, it’s each person invited to the board meeting. Depending on the size and the specifics of the business processes, it could include owners and company directors.

If a company combines a board meeting with a member meeting, team members could be invited, too. 

Luckily, modern board meeting tools help make the board meeting voting procedures transparent, clear, remote, and anonymous. Using computer software and applications brings benefits when proposing board meeting motions, for example:

• You don’t need to stand up, raise your hand, or raise your voice to get the chairman’s attention 
• You can record and document the whole procedure automatically
• You can use voting results as a basis for a board resolution 
• You can screen share any moment of the meeting, including the agenda
• You can customize a non-disclosure agreement (NDA) to the meeting’s attendees

How to organize an effective board meeting

Here are a few steps to help organize a board meeting effectively.

Have a protocol. This guide helps to avoid pauses in the process.

Create a realistic schedule by leaving blocks of free time for addressing larger topics and unexpected problems.

Be clear about the voting subjects. Use simple and short sentences to describe the subject. Use logic and avoid ambiguous explanations.

Make sure everybody understands the voting process. If you use computer software or an application, familiarize yourself with the provider’s user manual and send it to members a few days before the meeting.

Use software. Read the expert’s opinions and choose the suitable tool for online board meetings.

Check the technical equipment. Make sure the audio and video (A/V) accessories are functioning properly before you begin.

Take notes and keep them close to you. Good ideas can come to you unexpectedly.

Give an opportunity to ask, answer, and change a motion. A flexible process helps to provide like conditions for participants of the board meeting.

Create a meeting summary. It can take anywhere from a couple of days to a few weeks and may require the involvement of financial and legal experts.

And some extra tips for a comfortable board meeting:

• Decide who can propose a motion during the board meeting before the opening remarks.
• Let the members know if they have to inform the chairman about their motions before the meeting if needed.
• Use virtual data rooms to store or send protocols, meeting minutes, and related documents.
• Don’t send sensitive information via email.
• Read Robert’s Rules of Order and make use of Robert’s Rules of Order voting cheat sheet, which provides detailed information on proper voting procedures.

Final words

Once created, a board meeting protocol allows the company to perform well-controlled, productive, and ethical board meetings. And hopefully, with the tips above, the process of creating a board meeting protocol will become much easier for you!

FAQ

How to vote in a board meeting?

Once the motion is made and presented, the chairman invites directors to choose between “Yes”, “No”, and “Abstain”. The voting can be done by show of hands or electronically. Electronic voting happens via digital board management software and can be anonymous. Board voting by email isn’t recommended as it lacks the necessary security measures to ensure the confidentiality and integrity of the voting process.

How does voting work at a board meeting?

Depending on the nature of each motion, the voting result requirements might be ordinary (50% “Yes”), extraordinary (75% “Yes”), or unanimous (100% “Yes”). 

How to make an agenda for a board meeting voting?

Voting can be scheduled after each discussion item that requires a resolution. Typically, the directors will vote after hearing out all comments and contributions. The board will then make a resolution based on the results and proceed to the next item.

What are the typical voting procedures in a board meeting?

Digital voting is the most standard approach in modern board management. The board administrator can activate the voting feature both in and out of meetings, and the results are automatically recorded for future reference.