Q&A #74 – How does simple majority voting differ from other types of Board voting?

Question: My nonprofit organization is amending its Bylaws and there was a suggestion to clarify that Board decisions will be decided by a “simple majority” vote. What does this mean and how does it differ from other types of Board voting?

Answer: A “simple majority” generally means more than half of the votes cast, but can also refer to approval by more than half of the Directors present at the meeting (a subtle but meaningful distinction).  This is the most common type of Board voting, and many nonprofit organizations use simple majority voting as the default for most Board decisions in their Bylaws. A key distinguishing feature of simple majority voting is that it only counts votes cast or Directors present, in contrast with decisions that require approval of a majority or more of the entire Board of Directors (regardless of whether some Board members abstain or are absent), sometimes called “absolute majority” voting.

“Simple majority” voting generally works well for routine decision-making by the Board of Directors, as decisions are not impacted by absentee Board members so long as there is a quorum at the meeting. However, it is important to clarify whether the vote count is applied to all votes cast as opposed to all Directors present at the meeting This can be a significant difference if some Board members abstain from the vote.

“Absolute majority” voting is typically reserved for more important decisions such as amendments to the Articles of Incorporation or Bylaws, removal of Directors, a change of the organization’s name, mergers and acquisitions, or the decision to dissolve the organization. By requiring the vote of a majority of all Directors currently serving on the Board, this type of voting helps to ensure that a wide consensus is reached.

There are also other variations commonly used by nonprofits in particular situations, such as “supermajority” and “plurality” voting.

“Supermajority” voting refers to any threshold that is set at higher than a majority, for example two-thirds, 67%, or three-quarters. This can refer to a supermajority of votes cast, Directors present at the meeting, or the entire Board of Directors, so it is important to clarify what is intended.

“Plurality” voting means that the proposal or candidate with the most votes is deemed approved, regardless of whether a majority is reached. This is most often used in Board and officer elections, or when there is a vote for three or more alternative proposals and is often used by membership organizations when holding required member votes. 

Planning Tip – Think carefully about Board decisions that require more than a simple majority vote. In practice, most Board decisions are clear and not contested (or are discussed and debated by Board members until the proposal is either dropped or a full consensus is reached). However, the vote threshold specified in the Bylaws is an important signal that certain types of decisions have special importance. Moreover, there will inevitably be times when the Board is divided, and these distinctions could make a big difference in the final outcome.

Regardless of which type of voting your organization determines is most appropriate, the Bylaws language should not rely solely on terms of art like “simple majority,” “absolutely majority,” and “supermajority.” This terminology is not universally understood, so it is best to explain in clear descriptive language exactly what is meant for situations that require a Board vote.

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