Boardroom Best Practices

How to Write a Motion for a Board Meeting

The best three words to characterize a well-written board meeting motion are concise, unique and specific. These adjectives provide an accurate definition of how to compose a motion that’s clear enough for the board to vote on without taking up unnecessary time for discussion and clarification. A well-planned motion clearly defines a board member’s true intentions. Robert’s Rules describes the different types of board meeting motions, including their order of precedence and whether boards can amend or debate various types of motions.

Writing a Clear Motion for a Board Meeting

The first step in writing a clear board meeting motion is to think the process through. It helps to jot down the main ideas you want to communicate through your motion. Include the most important details, such as why the motion is important, whether there are any legal factors or implications, and if the board needs to act within a certain timeframe. If your motion incorporates the need for funding, you’ll need to clarify the wording with details about recommendations for where the funds will come from. Such a motion will require a second motion for the purpose of allocating funds to support the first, main motion.

It’s important to consider that while you’re acutely familiar with the details of your motion, your fellow board directors may be hearing the details of your motion for the first time. Try to anticipate any questions or objections they may present after hearing it and add details for clarification.

Read your motion out loud. Make a final review and revision by asking yourself whether your motion is clear and asks board directors to take a specific action. Add a timeframe if the motion requires one. Your fellow board directors are a good resource to review your motion for clarity and to provide other valuable feedback.

Example of a Clear Motion

An example of a clearly worded motion may serve as a template for board meeting motions. Here’s an example of a well-constructed board meeting motion:

California law requires boards of directors with seven or more board directors to have three women directors on the board by the end of 2019. We currently have only one female board director on our board. I move to assign the task to the nominating and governance committee of deciding whether to add two additional board seats to our board or whether to replace two male members with female board directors by the ending of the first quarter.”

After the voting, this particular motion may be followed by a consecutive main motion asking the nominating and governance committee to begin the recruitment process to identify two or more qualified female nominees by the end of the second quarter.

Common Types of Motions

All board directors should be strongly acquainted with parliamentary procedure, including the rules and order of making motions.

Main motions are the most common type of board meeting motions. The purpose of a main motion is to ask the board to take a specific action. Board members may not introduce a main motion when another motion is already on the floor. All main motions require a second.

Other types of motions may have an effect on the handling of main motions. It’s important for board directors to recognize that main motions yield to privileged, subsidiary and incidental motions.

If a board member wants to change how to handle a main motion, a subsidiary motion makes that possible. Board directors must vote on the subsidiary motion before they hold a vote on the main motion.

Here’s just one type of situation that might prompt a board director to make a subsidiary motion after another board director makes a main motion.

Let’s say that a board director wishes the board to take some sort of action regarding one of their fellow board members who hasn’t been participating in board meetings and who has missed several of the last regular meetings. That board director makes a motion asking the board director in question to resign.

Another board director notes that the motion is sensitive in nature and makes a subsidiary motion for the board to go into executive session to discuss the matter further. This is a valid reason for going into executive session. The board would vote on the subsidiary motion first. The board may then vote to dismiss or delay the main motion.

Privileged motions provide a way for board directors to bring up urgent or special matters that are unrelated to pending business during the course of the meeting. Privileged motions are matters of great importance. They take precedence over other types of motions and they are undebatable. With the exception of moving to fix the time to adjourn or to take a recess, privileged motions aren’t subject to subsidiary motions.

As an example of a privileged motion, let’s use a situation in which the board is discussing an urgent matter that will take more time to discuss than what’s reasonably possible to accomplish during the time scheduled for a regular meeting. The matter requires the board to resolve the issue at the earliest possible time and certainly before the next regular meeting. A board member may move to set a date and time for the next meeting, which may be as soon as the next day. Privileged motions aren’t debatable or amendable, and they require at least a majority vote.

Another common type of motion is an incidental motion. The purpose of an incidental motion is to question or clarify the procedures related to other motions. Incidental motions must be considered first, before the motion that they question. Essentially, an incidental motion seeks to table a main motion in order to clarify a broad or vague motion by requesting additional information.

Some Final Words on Writing Clear, Concise Motions

Writing clear motions ensures that your original intent remains intact. In addition, well-crafted, thoughtful motions reduce lengthy board discussions and help to keep board meetings moving along. Clear, concise motions ultimately pave the way for board directors to make informed, well-educated votes. A board portal is a handy tool for providing easy access to the rules for motions for board directors.

Featured Blog