Motion: The Essential Mechanism of Board Action

In the framework of U.S. Corporate Governance, a Motion is a formal proposal made by a member of a deliberative body—such as a Board of Directors or a committee—for the purpose of initiating action, making a decision, or expressing the will of the group.

In the United States, motions are the "building blocks" of corporate decision-making. They transform abstract discussions into legally binding corporate acts. Whether a board is approving a billion-dollar merger or merely adopting the Board Minutes of a previous session, every official act of the board must begin with a motion. For the Corporate Secretary, understanding the nuance of motions is critical for maintaining an accurate record and ensuring that the organization remains in Regulatory Compliance with state laws and internal bylaws.

The Legal and Procedural Foundation: Robert’s Rules of Order

Most U.S. corporations, non-profits, and government entities adopt Robert’s Rules of Order Newly Revised (RONR) as their parliamentary authority. This standardized system ensures that board meetings are conducted with fairness, efficiency, and clarity.

The Principles of Parliamentary Law

The use of motions is governed by several core principles intended to protect the rights of the organization and its individual members:

• The Rule of the Majority: Once a motion is passed, it represents the legal act of the entire board.

• The Rights of the Minority: Motions allow for debate, ensuring that dissenting voices are heard before a vote is taken.

• One Thing at a Time: Only one "Main Motion" can be considered at any given moment to prevent confusion.

• The Right to Information: Members have the right to understand exactly what a motion entails before voting.

Under the Delaware General Corporation Law (DGCL) and similar statutes in other U.S. states, the validity of a board’s action often hinges on whether a motion was properly made, seconded, and voted upon in accordance with the company’s bylaws.

The Lifecycle of a Motion

For a motion to be valid and recorded in the Board Minutes, it must follow a specific six-step lifecycle.

1. A Member Makes a Motion

The process begins when a director is recognized by the Chair and states: "I move that [proposed action]." * Precision Matters: The motion should be concise and affirmative. Instead of saying "I move that we don't buy the building," a director should say "I move that we reject the proposal to purchase the building."

2. Another Member Seconds the Motion

In U.S. parliamentary procedure, most motions require a "Second." This indicates that at least two people believe the topic is worth the board’s time.

• Note: Seconding a motion does not necessarily mean the director supports the motion; it only means they support having the discussion.

3. The Chair States the Question

The Board Chair formally places the motion before the group by saying: "It is moved and seconded that... Is there any debate?" At this point, the motion belongs to the board and can no longer be withdrawn by the maker without the board's permission.

4. The Board Debates the Motion

This is the deliberative phase. Directors discuss the merits of the proposal. In a professional boardroom setting, debate is usually governed by time limits established in the Board Manual.

5. The Chair Puts the Question (The Vote)

Once debate is concluded, the Chair calls for the vote. In the U.S., this is typically done via voice vote ("Aye" or "Nay"), a show of hands, or a digital vote within a Board Portal.

6. The Chair Announces the Result

The Chair states whether the motion passed or failed and describes the effect of the vote. This announcement is the "trigger" for the Corporate Secretary to finalize the entry in the minutes.

Classes of Motions

Not all motions are created equal. In professional governance, motions are categorized into four distinct classes based on their purpose and "precedence" (the order in which they must be handled).

I. Main Motions

A Main Motion is the primary vehicle for bringing business before the board. It can only be made when no other business is pending. Examples include:

• "I move that the board approve the 2026 strategic budget."

• "I move that we initiate Succession Planning for the CFO position."

II. Subsidiary Motions

These motions are used to change how a main motion is handled. They "hang" off the main motion and must be decided before the main motion can be voted on.

III. Privileged Motions

These motions do not relate to the pending business but rather to the immediate needs of the board or its members. They have the highest precedence and can interrupt almost anything.

• Adjourn: To end the meeting.

• Recess: To take a short break.

• Raise a Question of Privilege: To address urgent issues like room temperature, noise, or the need to enter an Executive Session.

IV. Incidental Motions

These motions arise "incidentally" out of the business being conducted.

• Point of Order: To challenge a violation of the rules.

• Appeal: To challenge a ruling made by the Chair.

• Suspend the Rules: To temporarily bypass a specific rule in the bylaws or Board Manual.

Motions in the Digital Boardroom: BoardCloud Integration

In 2026, the physical "raising of hands" is increasingly being replaced or supplemented by digital tools. A Board Portal like BoardCloud streamlines the motion process in several ways:

1. Pre-Meeting Motion Drafting

The Meeting Agenda Builder allows the Secretary to pre-load motions into the agenda. This ensures that the wording is legally vetted and aligned with Regulatory Compliance standards before the meeting starts.

2. Digital Voting and Auditing

When a motion is put to a vote, BoardCloud captures the results instantly. For sensitive votes or those requiring a "Roll Call," the portal provides an immutable digital record of who voted and how. This is essential for protecting directors against liability under the Business Judgment Rule.

3. Real-Time Minute Generation

As a motion is passed, the Corporate Secretary can instantly convert the motion text into a draft minute entry. This eliminates the "memory gap" that often occurs when minutes are written days or weeks after the meeting.

4. Handling Conflict of Interest

If a director has a conflict regarding a specific motion, BoardCloud can "lock" that director out of the specific voting module for that motion, ensuring the organization maintains high ethical standards and avoids "voidable" transactions.

Motions and the Fiduciary Duty of Directors

The way a motion is handled is a direct reflection of the board's fiduciary duties. In the United States, the "Duty of Care" requires that directors be fully informed.

The Role of the Board Pack

A motion should never be made "in the dark." Every substantive motion should be backed by a board pack containing the data, legal opinions, and financial projections necessary for a director to make an informed decision. If a director makes a motion to acquire a company without providing the board with due diligence materials, the board may be violating its fiduciary duties.

Documentation of Dissent

If a director believes a motion is illegal or violates their fiduciary duty, they have a right—and often a legal obligation—to have their dissent recorded in the minutes. A formal motion to "Record my Dissent" ensures that the director is protected if the corporation is later sued regarding that specific action.

Frequently Asked Questions (FAQ)

1. Can a motion be made if it is not on the agenda?

In most U.S. corporate settings, "New Business" is a standard section of the Board Calendar where motions not previously on the agenda can be introduced. However, for "Special Meetings," many state laws and bylaws restrict the board to only making motions on items specifically listed in the meeting notice.

2. What is the difference between a "Motion" and a "Resolution"?

A Motion is the act of proposing a decision during a meeting. A Resolution is a more formal, written version of a motion that is typically used for items of great importance or those that will be shared with third parties (like banks or regulators). Effectively, a board makes a motion to adopt a resolution.

3. Does the Board Chair have the right to make motions?

Under Robert’s Rules of Order for small boards (usually fewer than 12 members), the Chair is permitted to make motions, participate in debate, and vote. However, in many large U.S. corporations, the Chair maintains a more "impartial" role and only votes to break a tie or when the vote is by secret ballot.

4. What happens if a motion is not seconded?

In a formal meeting, if a motion is not seconded, the Chair simply ignores it and moves to the next item of business. The motion is said to have "fallen for lack of a second" and is not recorded in the minutes.

Conclusion: The Power of a Proper Motion

The Motion is the fundamental unit of corporate power. It is the bridge between a director's idea and a corporation's action. By adhering to standardized parliamentary procedures and utilizing modern technology like BoardCloud, U.S. boards ensure that their decisions are clear, legal, and defensible. A board that masters the art of the motion is a board that operates with the precision and professionalism required in the modern global economy.