Many corporate boards of directors, whether for-profit or not-for-profit, hold meetings under a set of procedures from a book, "Robert’s Rules of Order." These rules lay out specific guidelines for introducing, discussing and passing motions. Board members are allowed to make motions within the guidelines. Understanding some basic facts about Robert’s Rules of Order will help you determine when, and if, a board member is allowed to make a motion.

Taking a Vote

Many organizations either formally or informally use Robert’s Rules of Order to facilitate meetings. These rules outline who runs the meetings, how discussions are held and how votes are taken. If this format for holding meetings is mandated by the organization’s bylaws, they should be followed closely. Many boards follow most of the main rules, including how motions can be made and passed. Many boards skip some of the more detailed provisions, such as the presiding officer, or chair person, asking for an exact count of all votes for and against, and abstentions and absences. For example, the officer who calls the vote might ask, “All in favor,” and if an obvious majority of attendees raises their hands, he will not ask, “All opposed,” and “Abstentions?”

Making a Motion

During certain portions of a board meeting, board members are allowed to make motions. For example, if the agenda includes a discussion of funding a new scholarship, at the end of the discussion, a board member can make a motion that the organization should fund the scholarship. The presiding officer will then ask for another board member to second the motion. If no one seconds the motion, the motion dies. If someone seconds the motion, the presiding officer will then ask if there will be any discussion on the motion, even if the matter has been thoroughly discussed. This allows board members to suggest a modification of the wording of the motion. For example, if the motion is to fund a scholarship, a board member might ask for the amount, date, recipient and other information to be included in the motion. After the discussion period ends, the presiding officer will call for a vote, noting all those in favor, opposed, abstaining and absent. The officer will then announce whether the motion has passed or failed.

Changing a Motion

After a motion is made, the board might agree during the discussion period that the motion needs to be changed or reworded. The person who made the motion may not change or amend the motion because once made, the motion belongs to the board, not the person who made the motion. If an amendment is suggested, the chairman can ask if there are any objections, and if not, call for a vote on the newly amended motion, according to the website for Robert’s Rules of Order. If one board member who made the original motion objects to the amendment, the new motion can’t be called for a vote and a new motion must be made.


A board member may not make a motion during a meeting if a motion is on the table. The motion on the table must be voted on, or the chairman must amend it. For example, if John makes a motion to create a new marketing committee, the board might decide that this committee should be a subcommittee of the membership committee. Lisa may not make a motion to create a marketing committee as a subcommittee of the membership committee until John withdraws his motion, his motion is not seconded, it’s voted down or the chairman amends the motion with the consent of the board. In most situations, Lisa would simply suggest that the current motion be amended. If Lisa opposed the creation of a marketing committee and instead wanted to make a motion that the board hire a marketing firm instead, she would have to wait until John’s motion is resolved to introduce hers.

Conflict of Interest

From time to time, board members will abstain from voting if they feel they have a conflict of interest. For example, if the board is voting on a matter that might benefit a particular board member or one of his clients, family members or customers, the board member should refrain from voting. Check your organization’s bylaws to determine if there is a conflict rule that prohibits board members from voting in certain circumstances. In the interest of fairness, some organizations preclude the presiding officer running the meeting from introducing motions, speaking during discussion periods or voting.

Ex-Officio and Committee Members

Ex-officio board members are those who are board members based on their position, such as secretary or treasurer, even if they are appointed by the president and not elected. Depending on the organization’s bylaws, ex-officio members of the board may or may not introduce motions and vote. Some committee members often attend board meetings even if they are not members of the board of directors. Even a high-ranking committee member may not make a motion if she is not a voting board member.