What is a Two-Thirds Majority Vote? (Overview, Definition, and Examples)

1. Define the Voting Issue

Prior to any vote,  one of the directors must introduce a motion to the rest of the board. The board chair will then put it forward to the rest of the team. At least one other director has to second the motion in order for it to be discussed by the board. The conversations can clarify certain details and add specificity to the voting process. 

Board meeting minutes provide a useful tool in these discussions by documenting information from other meetings and acting as an official record. Accurate meeting minutes enhance transparency and reduce the risk of a vote of no confidence against any leaders. 

2. Establish Voting Eligibility

Next, the board has to create guidelines to determine the voting rights of the board and other shareholders. The operating agreement can define many of these rules. This document formally outlines processes regarding voting, board meetings, and other elements of governance. 

Quorums are another way to establish voter eligibility. Written as part of organizational bylaws, quorums state the minimum number of directors that must be present for an official meeting. That number can either be a fixed point or a percentage of the group. If you do choose to set a firm number, it must be large enough to represent the broad sentiments of the team. 

Here are some eligible rules that apply to most organizations:

• Directors generally have full voting rights unless there is a potential conflict of interest related to the voting results.
• Staff members are not allowed to vote because they will also have a vested interest in voting. 
• The honorary members of nonprofits are not considered board members and thus cannot vote either.
  
  

3. Hold the Vote

After the board has a full understanding of the rules, the vote can take place. Businesses often use an official record date to inform shareholders and other interested parties of the voting time. Document the date in a format that is easy for team members to find. Also specify the vote format, such as in-person, virtual, or hybrid. 

Traditional voting standards utilize a show of hands or a verbal roll call for votes, but videoconferencing and teleconferencing offer modern options if the board is open to using digital platforms. 

4. Count the Vote

Once each board member votes, a designated official (the board chair in most cases) needs to tally the votes to confirm the result. 

Board management software can be particularly useful at this stage as it provides a high level of transparency and security to the voting process. For materials or decisions that the organization prefers to keep classified, they may use secret ballots. 

5. Announce the Results

The final step of the process is to announce the results of the vote. If the organization allows board members to change their minds after the initial vote, they must do so before the results are finalized. The voting tally and its impact should then be formally documented as part of a new board resolution.