Key takeaways

  • Robert’s Rules of Order (RONR) defines 5 voting methods: voice vote (viva voce), rising vote, show of hands, ballot vote, and roll call vote.
  • The default method for most board votes is voice vote — the chair calls “Aye” and “No” and announces the result.
  • Abstaining from voting is always permitted; it is not a vote for or against. You may abstain simply because you choose to — you do not need to state a reason.
  • A conflict of interest requires disclosure and may require recusal; the decision to actually abstain or leave the room depends on your bylaws and applicable law.
  • “Abstain” does not count as a vote in either direction and does not affect quorum once a meeting is in session.

How voting works under Robert’s Rules of Order

Robert’s Rules of Order, 12th Edition (RONR) is the most widely used parliamentary procedure guide for nonprofit boards, associations, and membership organizations. Under RONR, a vote occurs after a motion has been made, seconded (where required), and debated. The chair then calls the vote using one of five recognized methods.

The fundamental rule is that a majority of votes cast (not of members present, not of total membership) is required to pass a motion, unless the bylaws or RONR require a higher threshold for specific actions.

The 5 types of votes under Robert’s Rules

1. Voice vote (viva voce) — The default

The most common voting method. The chair says “All those in favor, say Aye” — members respond “Aye.” Then “All those opposed, say No” — members respond “No.” The chair announces the result (“The ayes have it, the motion carries”).

When to use it: For most routine motions where the result is reasonably clear and an exact count is not necessary.

Limitation: Cannot be used when an exact count is needed (tied result, supermajority threshold, or when any member requests a counted vote).

2. Show of hands

Members raise their hands to vote. More transparent than voice vote and often preferred for smaller boards (under 20 members). The chair or secretary counts the hands and announces the result.

When to use it: When the chair wants a visual confirmation of the vote, especially in videoconference meetings where voice votes can be ambiguous. Also appropriate for preliminary polls or straw votes that are not official actions.

3. Rising vote (standing vote)

Members stand to vote. Used when the voice vote result is unclear or a member calls for a division. Also used when a counted vote is needed but a formal ballot is not required.

When to use it: Any member can demand a rising vote after a voice vote if they believe the chair’s announced result does not reflect the actual vote. A single member calling “Division!” requires the chair to conduct a rising or counted vote.

4. Ballot vote (secret ballot)

Members write their vote on paper (or vote electronically through a designated secure system). Results are counted by tellers and reported to the assembly.

When to use it: Elections of officers or directors; any matter where the bylaws require a ballot; any time a member requests a ballot vote and the assembly approves. A ballot vote cannot be changed to a voice vote without unanimous consent once balloting has begun.

When it’s required: RONR recommends ballot votes for elections when there is more than one candidate, to prevent social pressure from affecting votes. Many bylaws require ballot votes for specific decisions (bylaw amendments, expulsion of members).

5. Roll call vote (yeas and nays)

The secretary calls each member’s name; each member states their vote aloud (“Aye,” “No,” or “Abstain”). The record of each member’s individual vote is entered into the minutes.

When to use it: When an exact record of how each member voted is required — typically in public bodies (where open meeting laws may mandate it), for controversial decisions where accountability is paramount, or when required by bylaws. Not commonly used in private nonprofit boards but essential for legislative bodies.

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Robert’s Rules of Order
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A quick-reference guide to all 5 voting methods, thresholds, abstention rules, and conflict of interest requirements — designed for nonprofit board members to keep at the table.

  • 5 voting methods explained
  • Majority vs. two-thirds thresholds
  • Abstention & conflict of interest rules

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Voting thresholds: How many votes are required?

Action TypeDefault Threshold Under RONRNotes
Most main motionsMajority (more than half) of votes castAbstentions do not count in the tally
Amend bylawsTwo-thirds vote (or as specified in bylaws)Bylaws may require previous notice + two-thirds, or majority of entire membership
Previous question (end debate)Two-thirds voteLimits free debate; requires higher threshold to protect minority
Rescind a motion / expunge from minutesTwo-thirds, OR majority with prior noticeRONR §35
Suspend the rulesTwo-thirds voteCannot suspend bylaws; only procedural rules
Officer elections (no stated plurality rule)Majority of votes castPlurality only applies if bylaws specify it
Consent agenda / unanimous consentNo objection requiredAny single member can prevent unanimous consent

Steps in the voting process

To ensure an orderly decision-making process, Robert’s Rules outlines a specific Robert’s rules of Order agenda for introducing and voting on motions:

In fact, there are several types of motions:

  1. Main motion: Introduces a new item for discussion or action.
  2. Subsidiary motion: Changes or affects how to handle a main motion (must be voted on before the main motion).
  3. Privileged motion: Concerns urgent or important matters unrelated to current business (e.g., adjournment or recess).
  4. Incidental motion: Deals with questions of procedure that must be resolved before continuing with other motions.
  5. Motion to table: Temporarily suspends further discussion or action on a motion (often to kill a motion without a direct vote).
  6. Motion to postpone: Delays the vote on a motion to a specific time or date, allowing for further consideration.

When such a motion is introduced, it must follow the rules for presentation, debate, and amendment as outlined in Robert’s Rules.

These motions help guide the flow and structure of meetings under Robert’s Rules of Order to ensure organized decision-making.

Voting majority and quorum requirements

For a decision to be legally binding, certain thresholds must be met regarding the number of members present and the votes cast. Quorum refers to the minimum number of members who must be present for the assembly to conduct business legally.

What is a quorum?

A quorum is the minimum number of members required to conduct business. A meeting cannot proceed unless enough members are present to meet the quorum requirement. Without a quorum, decisions made during the meeting are not considered valid. The exact number needed for a quorum varies by organization but generally represents a majority of members. It’s essential to verify the quorum requirements for meetings before proceeding with any votes.

Abstaining from voting at a board meeting

Abstaining — choosing not to vote either in favor or against a motion — is always permitted under Robert’s Rules of Order. Every member has the right to vote, and every member has the right to refrain from voting.

Key rules about abstentions under RONR

  • An abstention is not a vote. It counts neither for nor against the motion. Under RONR, the motion passes or fails based only on the “Aye” and “No” votes cast — abstentions do not affect the outcome mathematically.
  • You never need to explain an abstention. RONR does not require a member to state a reason for abstaining. You may abstain for personal, professional, or philosophical reasons.
  • Abstentions do not affect quorum. Once a quorum is established at the start of a meeting, members who are present but abstain do not cause a loss of quorum mid-meeting.
  • Abstentions are rarely recorded in minutes. RONR does not require recording individual abstentions in the minutes unless the vote was by roll call or the member requests that their abstention be noted.

When you MUST disclose and may need to abstain: Conflict of interest

conflict of interest arises when a board member has a personal, financial, or professional interest in the outcome of a vote that differs from or competes with the organization’s interest. Common examples: a director whose company is bidding on a contract the board is voting to award; a director who has a family member being considered for an employment decision.

Under most nonprofit bylaws and state laws, a board member with a conflict of interest must:

  1. Disclose the conflict to the board chair and have it recorded in the minutes
  2. Abstain from discussion and voting on the conflicted matter (in some states, from leaving the room entirely)
  3. Allow the remaining unconflicted board members to decide

Note that conflict of interest requirements come from your organization’s bylaws and applicable state law — not from RONR. Robert’s Rules of Order only addresses procedural voting rules; conflict of interest governance is a separate legal and governance obligation.

Can you abstain from voting due to conflict of interest?

Yes — and in most cases, you are required to when a conflict of interest exists. The IRS expects nonprofit boards to have a conflict of interest policy (it asks about this on Form 990) that specifies how conflicts are handled. Most policies require recusal from both discussion and the vote. Abstaining while still participating in the debate is generally insufficient — the entire deliberation must be conducted without the conflicted member’s participation to protect the organization’s independence.

Abstaining vs. leaving the room

Under RONR, a member with a conflict may simply abstain from the vote without leaving the room. However, best practice in nonprofit governance (and the requirement in some states’ nonprofit corporation statutes) is for the conflicted member to excuse themselves from the room during both deliberation and the vote. This prevents even the appearance of influence. Check your state’s nonprofit corporation law and your organization’s bylaws for the specific requirement that applies to you.

Tied votes: What happens?

Under Robert’s Rules, a tied vote (equal “Aye” and “No” votes) means the motion fails — because it did not achieve a majority. A tie is not a deadlock that requires resolution; it is simply a “no” outcome.

The chair’s vote: In most organizations, the chair only votes to break a tie (if the chair is a member of the body). Under RONR, the chair may vote on any ballot vote and may choose to vote on any motion, but convention often has the chair vote only when their vote changes the outcome — either to pass a motion that would otherwise tie (in favor) or to create a tie and defeat a motion that would otherwise pass (against). The chair is never required to vote to break a tie.

FAQ

Can you abstain from voting at a board meeting?

Yes. Under Robert’s Rules of Order, every member has the right to abstain from voting on any motion. Abstaining is not a vote for or against — it simply means you choose not to vote. You are not required to explain why you are abstaining. An abstention does not count toward the “Aye” or “No” tally and does not affect whether a motion passes or fails.

Does abstaining from voting mean you agree?

No. Under Robert’s Rules of Order, an abstention carries no implied meaning — it is not a “yes,” not a “no,” and not an indication of approval or disapproval. The phrase “abstaining means you agree” is a common misconception. An abstaining member has simply chosen not to participate in that particular vote. The motion passes or fails based solely on the “Aye” and “No” votes cast.

What is the proper procedure for a board meeting vote?

Under Robert’s Rules: (1) A member makes a motion; (2) another member seconds it; (3) the chair opens debate; (4) members discuss; (5) the chair calls the vote (“All in favor say Aye… opposed say No…”); (6) the chair announces the result; (7) the secretary records the motion, mover, and outcome in the minutes. This sequence applies to all main motions unless the assembly has adopted a simplified procedure in their bylaws.

When should a board use a secret ballot vote?

Secret ballot votes are appropriate for officer elections (when there is more than one candidate), for matters where social pressure might affect individual votes, when required by the organization’s bylaws, or when a member requests a ballot vote and the assembly approves. Under RONR, any member can request a ballot vote — the assembly then votes on whether to use a ballot for that particular item.

What happens when there is a tie vote on a board?

Under Robert’s Rules of Order, a tied vote means the motion fails — because it did not achieve a majority (more than half). A tie is not a deadlock requiring special resolution; it is simply a failed vote. The board chair may choose to vote to break the tie if they have not already voted, but is not obligated to do so.

Can a board member vote by proxy?

Under Robert’s Rules, proxy voting is not recognized — a member must be present to vote. However, nonprofit bylaws can authorize proxy voting (allowing one member to vote on behalf of an absent member). If your organization’s bylaws permit proxies, the rules for proxy authorization, scope, and recordkeeping are governed by those bylaws and applicable state law, not by RONR.

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