Board of director voting procedures are how board directors make decisions. Because corporations depend on their boards to make vital decisions that impact their company's future, board of director voting procedures must be accurate, efficient, transparent and secure.

How boards handle decision-making is central to how effective their decisions will be. Board of director voting requires a skilled board chair who uses some form of parliamentary procedure. For example, some corporations have written into their bylaws that boards must use 

 as their board meeting protocol.

Historically, boards have counted votes in various ways. Today, online voting is becoming more popular as it’s accurate, efficient, convenient, secure and transparent compared to traditional methods. Here at Diligent, we’ve made some valuable additions to our 

, which is part of a suite of electronic tools called 

To help you see the benefits of a streamlined voting procedure, in this article we’re going to cover:

Boards may need to vote on any number of important matters throughout their fiscal year. Board directors primarily vote on actions and resolutions. Boards may also cast 

 such as strategic planning matters, approving a business plan, approving a budget, approving committee chairs, approving executive compensation and other necessary matters.

The types of votes that boards make include:

 More than half the members must vote in favor of a decision to pass. It’s a common type of voting used for routine decisions.

 Similar to a majority vote, except the winning option doesn’t need a minimum of 50%. It only applies when there are multiple voting options or candidates.

 When all board members must agree on a motion for it to pass.

 When a specified percentage of votes must be in favor of the motion to pass, such as 75%. It’s usually reserved for significant decisions.

When votes are kept secret to protect the privacy of individual voters. It’s often done online or on paper and is reserved for sensitive topics and issues.

A board member grants power to another board member to vote on their behalf, usually if they’re unable to attend a vote.

 Board members vote by email outside of a formal meeting, with members being given a deadline to cast their vote. Email voting is often used when the decision isn’t significant but is time-sensitive.

 Online voting is undertaken on a platform that is secure and accurate, often in real-time during a meeting, either virtually or in person. Votes can be cast publicly or anonymously.

 before a board meeting and ask the board chair to include them in the agenda for a board of directors' meeting. Board directors may also make motions during a board meeting.
The board chair must handle all motions in some matter. Boards can second and vote on a motion or move to amend a motion. The board director making a motion may also decide to withdraw the motion. A motion that isn't seconded dies without further discussion.
There are four basic steps in making motions:

A board director makes a motion, and then someone seconds it. The board chair calls for discussion, and then the board votes. The point of making a motion is for the board to consider whether the issue warrants taking time for a discussion and a vote.
To make a motion, a board director simply states, ‘I move...’ and then states the motion. Motions should be worded specifically, clearly, and concisely so that there is no uncertainty about what the motion means. For complex motions, board directors may ask the board chair if they can take a short break to have time to 

formulate their wording with clear intent

. The board chair doesn't allow discussion on the motion at this juncture.

The next step is for another board director to second the motion. The person who seconds a motion doesn't necessarily have to support the motion. They just have to agree that the motion is worthy of consideration. The individual doing the seconding simply says, ‘I second the motion.’ In rare situations, board directors may feel that a motion isn't worthy of discussion. In the instance where a motion doesn't get a second, the board chair states, ‘The motion dies for lack of a second,’ and the motion dies.

Once a motion has been made and seconded, the board chair opens up the meeting for discussion on the motion. All comments must be made through the board chair, and all members should request to have the floor to speak. Board chairs should give members the right to speak, make motions, advocate a position and vote. The board chair controls the discussions to be sure they are orderly, fair and balanced. When the board chair decides that all members have had a fair opportunity to offer their opinions, the chair closes the discussion and asks for a vote. The final step is for the board chair to announce the result of the vote.

Traditionally, board of director voting procedures entailed asking for a show of hands or a verbal aye or nay. In rare situations involving confidential or sensitive matters, board chairs might set up a secret ballot. 

 have made it possible for boards to vote online. The ease of online voting, combined with strong security and mobility, makes online voting popular with board directors.

It’s important to understand the different terms related to board meeting voting so votes are clear, smooth and effective. This ensures a transparent and strong decision-making process. Below is some of the essential boarding meeting voting terminology you should be familiar with:

A formal expression of a choice or opinion.

 A proposal put forward that board members can vote on.

 An agreement by another board member that a motion should be considered.

 The minimum number of board members required to be present.

 When a board member chooses not to cast a vote.

 A majority occurs when more than 50% of voters cast the same vote, and a supermajority occurs when a specified percentage of votes must go a certain way in order for the motion to pass.

 A decision that has been made following a vote.

 When the same number of votes has been cast for two outcomes.

 A point of order is raised if a board member believes the correct rules or procedures aren’t being followed.

 A request for a formal vote when actions or opinions are unclear.

 When board members express their opinions or votes verbally.

Best practices for board voting procedures

The best practices for board voting procedures are transparent, efficient, and – of course – follow all legal and ethical guidelines. Here are some of the best practices you should stick to at all times:

Clear voting policies in bylaws, which include documenting voting procedures and specifying voting thresholds

Proper notice and agenda distribution for transparency and to ensure time to prepare

Secure and transparent voting methods, including online voting, which is convenient and confidential

A Quorum must always be met to ensure the legitimacy of every vote

Accurate and up-to-date records must remain a priority

Voting should be reserved for key business decisions, which means avoiding unnecessary votes for routine or minor decisions

Define the rules for abstention and recusal

Set a deadline for voting to help with efficient processes

Always be open, timely and honest following the results of a vote

Highlight how each vote is compliant with laws and regulations

Technology has ensured that the voting process is streamlined and produces fast and accurate results. Voting digitally prevents the need for awkward manual processes, which reduces the risk of errors and is more confidential and secure. It allows all board members to vote, including remote access, which provides accessibility and convenience.

Benefits of our voting and resolution software

 is the most advanced and secure voting software tool available. It offers all the benefits that come with online voting, with additional enhancements to make the process even more streamlined and rewarding.

We recently added valuable enhancements to the voting and resolution software based on feedback from board directors.

The enhancements enable board administrators to customize the type of voting, including yes/no votes or for/against/abstain without a signature vote. The program also sends notifications to board directors when new votes are available.

One of the new features of the voting and resolution tool is the quick voting feature, which is perfect when boards need fast votes on things that need little or no discussion, like standard unanimous consents. The new enhancements allow board directors to vote anonymously and add comments if they choose. Board administrators can also opt for the results tallying feature, which displays voting results in real time.

Board directors of multiple boards will enjoy the convenience of being able to apply their profiles and electronic signatures to all their log-ins by simply enabling the board overlap function.

Board directors will find many purposes for the voting and resolution tool, including having board members sign 10-K and SEC forms, approving policies and meeting minutes, and voting on external directors joining subsidiary boards.

All board directors will enjoy the convenience of being able to vote from anywhere using the iPhone Diligent app.

Board of director voting procedures can make a huge difference in recording accurate votes in the most efficient manner. The new voting enhancements make Diligent's voting and resolution tool the best choice for board of director voting procedures.

Streamline your board of directors voting procedures with Diligent

With your board of directors voting procedures, you can get fast, accurate, convenient and secure results quickly and easily with 

 procedures and get more out of your meetings.

 and see exactly how board management software will benefit your organization.

What are board of director voting procedures?

, Head of Global Corporate Services at Diligent, shared her insights on the company’s strategic vision and the transformative impact it aims to have on the governance community. Diligent’s mission is clear: to modernise governance and support governance professionals in navigating the ever-evolving landscape of regulations and compliance.

The world of governance, risk, and compliance (GRC) is changing rapidly, and Diligent is at the forefront of this transformation. With 25 years of experience in governance, Tracey Brady is leading the charge.

This vision is not just about keeping up with the latest trends but about fundamentally changing the way governance is practiced. By leveraging advanced tools and platforms, Diligent aims to provide governance professionals with the resources they need to stay ahead of the curve.

Integrating GRC tools for seamless compliance

At the heart of Diligent’s strategy is the integration of GRC tools. These unified solutions offer a comprehensive view of governance, risk, and compliance, making it easier for professionals to manage their day-to-day tasks. “We are integrating various tools to offer more powerful and integrated solutions,” Tracey explains.

Emphasising the importance of a cohesive approach to GRC, Tracey notes: “It's about bringing governance, risk, and compliance together in a way that not only integrates tools but offers amazing insight analytics and unifies the whole piece. It's an exciting time to be bringing this to our community.”

AI is a critical component of Diligent’s strategic vision. Tracey states; “AI is such a big area. And what we want to do at Diligent is bring AI to people in a safe way, in a way that's integrated appropriately and really transparent to the user.”

By ensuring that AI is used safely and transparently, Diligent is empowering governance professionals to make more informed decisions. 

AI-driven insights can help identify potential risks

, optimise workflows, and provide actionable recommendations, all while maintaining high standards of transparency and accountability.

Get insights on navigating the global regulatory landscape and protecting your company's integrity with our 2025 global compliance outlook whitepaper. 

Secure your organisations future

Diligent is committed to educating the governance community about the benefits of technology. "I see my role as almost a way of getting education out into the governance community, that wider community, and helping them make sense of it all," Tracey shares.

By providing training, resources, and support, Diligent is ensuring that governance professionals are well-equipped to leverage technology effectively. This educational approach is crucial in a field where the pace of change is rapid, and the stakes are high.

2025 is poised to bring significant challenges and opportunities for GRC professionals globally. As regulatory landscapes evolve, the need for effective technology integration and modern governance practices becomes more critical. Diligent is set to play a pivotal role in this transformation, supporting the governance community with a comprehensive platform that enables streamlined processes, enhanced reporting, and better insights.

Diligent One Platform is the only dedicated GRC solution designed to match the rigours of today’s GRC demands, delivering clarity from complexity to assist corporate leaders and GRC professionals.

Find out how Diligent can enhance your governance practices 

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What are board of director voting procedures?

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What are board of director voting procedures?

Embracing the future of governance: Tracey Brady on Diligent's strategic vision

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Your Data Matters

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