Voting Rights and Procedures

By Diana Bacon, MBA

Do you vote at every opportunity? Some choose to vote while others choose to abstain at times for various reasons. In organizations, not all members choose to attend the annual general meetings to cast their vote for changes to the bylaws or elect new directors. As a member of a board, however, participating fully in discussions and decisions is an important part of a director’s duties and responsibilities. Unfortunately, many directors including the board chair do not fully understand the correct voting rights, rules, and procedures. It is good practice to review the voting process to become more familiar with voting rights and voting rules.

An organization’s bylaws will state important rules for the organization, including the members’ rights to vote. The bylaws will also include the parliamentary authority, the most common of which is Robert’s Rules of Order, Newly Revised (11th edition) (RONR). It is important to note the organization’s bylaws may supersede the following rules of order (RONR).


  • Members have the right to vote, even if dues have not been paid, unless the member has been formally removed from the membership roll or the member’s right to vote has suspended due to a formal disciplinary process.
  • A member has the right to one vote and may not transfer that right, for example, through a proxy.
  • Although a member has a duty to vote if he or she has an opinion on a question, the member cannot be compelled to vote.
  • While a member should not vote on a question in which the member has a direct personal or monetary interest not common to other members, the member cannot be compelled to abstain because of such a conflict of interest. The member, however, may vote for himself in a position or as part of a group.
  • A member may change his vote up to the time the result is announced; after that, the change may only be made by the unanimous consent of the assembly, without debate, immediately following the chair’s announcement of the result of the vote.


With the exception of small boards and committees, the chair should maintain an appearance of impartiality so members on both sides of a question will feel they receive fair treatment. The chair, therefore, does not participate in debate and votes only when:

  1. the vote is by ballot. The chair votes at the same time as all other members;
  2. the chair’s vote, if he chooses to vote, will change the result of the vote.

Despite common misconception, the phrase ‘the chair votes in a tie” is not correct. For example, if there is a tie and the chair votes in the affirmative, the motion is adopted; if the chair chooses not to vote, the motion is lost. If there is a majority in the affirmative and the chair votes in the negative, there is a tie and the motion is lost.


Unanimous Consent

While not a vote, unanimous consent is a procedure to be used instead of the full voting process which can be time-consuming. For routine matters, unanimous consent may be used to adopt a motion without the chair stating the question on the motion and putting the motion to a vote. Unanimous consent can also be used to take action without a motion. The chair may simply ask if there is any objection to taking the desired action, and if no member objects, then the chair declares the action has been agreed to, approved, or adopted. With little chance of objection, the chair may also say (for example), “Without objection, speeches in debate of this question are limited to 5 minutes,” and then proceed unless a member interrupts with an objection, which any member has the right to do.

Majority Vote

A majority vote is more than half of the votes cast and is the more common vote to adopt a motion. (It is often defined incorrectly as “half plus one”.) Since some choose not to vote, a majority is calculated based on the total of only of those who do vote.


Two-thirds vote is at least two-thirds of votes cast and is required under special circumstances, such as to suspend the rules, close, limit or extend debate.

Majority of Entire Membership

The entire membership is the total number of voting members of the voting body at the time of the vote, whether they are in attendance or not. If a board meeting, the entire membership is all the directors; if a general membership meeting, the entire membership is all voting members of the organization.


Voice Vote
A voice vote is the most common method of voting. When the chair instructs, “Those in favour, say aye,” or “Those opposed, say no,” members call out either aye or no. The chair judges the result.

Show of Hands
A show of hands is often used in small groups instead of the voice vote. The chair will call for members to raise a hand in the affirmative or in the negative, and judges the result without actually counting.

Standing Vote
A standing vote is an uncounted vote that is required for a two-thirds vote, or whenever the chair is unsure of a voice vote, or when a member demands a vote be re-taken (reasonable doubt as to voice vote). The chair judges the result.

Counted Vote
A counted vote is used when the chair is unsure of the results, and is re-taken as a counted rising vote. The chair may also choose to direct a counted vote initially if the vote is expected to be close. The group as a whole may also make a motion for a counted rising vote. The chair announces the count as well as the result.

Ballot Vote
A ballot vote may be taken for elections as well as other important decisions when it is better to maintain secrecy as to how members vote. This requires advanced preparation of ballots and selection of tellers. The chair provides procedural instructions, receives the tellers’ reports and announces the result.

As a director on a board or as a member of an organization, knowing the members’ rights to vote, when the chair may vote, the methods for voting, and the types of votes required will not only help ensure meetings comply with the bylaws and rules of order, but also that meetings are conducted in the best interest of members.

For more information, refer to the current edition of Robert’s Rules of Order, Newly Revised.