Any voting director in good standing can make a motion at a board meeting, as long as a quorum is present. That right belongs equally to every seated director, extends to most ex-officio members unless the bylaws say otherwise, and in a small board includes the chair. Guests, shareholders, hired staff officers, and contractual board observers cannot. The line is drawn at governing authority: if you hold a vote on the board, you can propose business; if you don’t, you can’t.
Every Seated Director Has the Right
Under Robert’s Rules of Order, making motions is one of the fundamental privileges of board membership, held equally by all directors. Every member has the same rights to attend, make motions, speak in debate, nominate, vote, and hold office.1Robert’s Rules of Order. FAQs A director elected last month has the same authority to propose business as one who has served a decade. Seniority doesn’t change this unless the bylaws create a formal distinction.
The right is tied to the job. Directors owe the organization a duty of care, which requires informed decision-making, and a duty of loyalty, which requires acting in the organization’s interest rather than their own. Putting a proposal on the floor is how a director acts on those duties. A chair who refuses to recognize a valid motion from a sitting director creates a procedural problem that can undermine the legitimacy of whatever the meeting produces.
The Chair’s Right Depends on the Size of the Board
Whether the person running the meeting can make a motion depends almost entirely on how many directors are in the room, and the rule surprises people because it runs opposite to the usual image of an impartial presiding officer.
In a small board, meaning roughly a dozen or fewer members present, the chair has every right any other member has: making motions, speaking in debate, and voting on every question.1Robert’s Rules of Order. FAQs Most corporate and nonprofit boards fall into this category, and chairs routinely introduce business.
In a larger assembly, the expectation of impartiality kicks in. The chair should not make motions or participate in debate while presiding, and refrains from voting except by ballot or when the vote would change the outcome.1Robert’s Rules of Order. FAQs The workaround is to temporarily hand the gavel to the vice-chair, make the motion as an ordinary member, and resume the chair once the matter is resolved.
Ex-Officio Members, Staff Officers, and Observers
Ex-officio members sit on a board because of a position they hold elsewhere: a CEO who serves by virtue of running the organization, for example, or a department head whose role automatically carries a board seat. The default rule under Robert’s Rules is that ex-officio members have exactly the same rights and privileges as any other board member, including the right to make motions and vote.1Robert’s Rules of Order. FAQs They lose those rights only if the bylaws explicitly make the seat non-voting or advisory. The answer for any particular ex-officio member comes from reading the bylaws, not from assuming based on the title.
Hired staff officers are different. A paid secretary or treasurer who records minutes or presents financials, but who is not an elected director, has no governing authority. Unless a bylaw provision or board resolution grants it, that person cannot make a motion, and the chair should rule any attempt out of order.
Board observers are a third category. Investors, lenders, or strategic partners sometimes negotiate the right to attend board meetings and listen. They can ask questions and offer feedback; they cannot make motions or vote. Their access is contractual, not legal. A director’s authority flows from corporate law and the charter; an observer’s seat comes only from whatever agreement granted it, and observers are commonly excluded from portions of meetings covered by attorney-client privilege.
Guests, the Public, and Shareholders
Board meetings often draw guests, community stakeholders, or members of the public who have a real interest in what the board does. They may be allowed to speak during a public comment period if one exists, but they cannot put a motion on the floor. A motion attempted by a non-member is ruled out of order on the spot. The reason is accountability: directors carry fiduciary duties and are personally answerable for their decisions, and letting outsiders drive formal action would break that chain. If a non-member wants something done, the path is to persuade a sitting director to introduce the motion.
Shareholders sit in an unusual middle position. They own the company but do not govern it day to day. They elect directors at annual meetings and vote on major corporate changes like mergers and charter amendments.2Investor.gov. Shareholder Voting They cannot walk into a regular board meeting and propose business.
For publicly traded companies, SEC Rule 14a-8 provides a separate channel. A shareholder who meets specific ownership thresholds can submit a proposal for inclusion in the company’s proxy materials, where all shareholders vote on it. The thresholds are tiered: continuous ownership of at least $2,000 in company securities for three or more years, $15,000 for two or more years, or $25,000 for at least one year.3U.S. Securities and Exchange Commission. Shareholder Proposals Rule 14a-8 The proposal then goes to a shareholder vote, not a board vote. It is a tool for influencing direction, not a substitute for making a motion at a board meeting.
Quorum and Good Standing Can Suspend a Director’s Right
Even a fully seated director cannot produce a valid motion in every circumstance. Two conditions have to hold.
The first is a quorum. A quorum is the minimum number of directors who must be present for the board to conduct business legally. Under the Model Business Corporation Act, which most states have adopted in some form, the default quorum is a majority of the total authorized directors. A nine-member board needs at least five. Bylaws can raise that threshold but generally cannot drop it below one-third. Quorum is counted against authorized seats, not currently filled ones, so vacancies don’t reduce the requirement. If directors leave during a meeting and attendance drops below the threshold, the board has to stop. Any motion voted on without a quorum is void.
Once a quorum is confirmed, a motion typically passes by a majority of directors present and voting, not a majority of the full board. Supermajority requirements for actions like bylaw amendments or large transactions should be spelled out in the governing documents.
The second condition is good standing. Holding a seat does not automatically guarantee full participation rights at every meeting.
- Dues: Organizations that charge member or board fees may suspend a delinquent director’s rights until payment is current.
- Attendance: Bylaws often set minimum attendance thresholds, and missing a set number of consecutive meetings, commonly two or three, can trigger suspended participation or automatic removal.
- Disciplinary review: A director under formal disciplinary proceedings may have rights suspended until the matter resolves and the board restores full standing.
These restrictions are enforceable and routinely upheld. A motion introduced by a suspended director can be challenged later as invalid, which is why minutes should reflect each director’s standing at the time of the vote.
How To Make a Motion Properly
The mechanics are simple, but skipping a step can make the result unenforceable.
- Seek recognition: Get the attention of the presiding officer and wait to be recognized before speaking.
- State the motion: Begin with “I move that…” and state the proposal clearly. Only one motion can be on the floor at a time.
- Receive a second: Another voting member must second it. A second doesn’t signal agreement, only that at least two people think the proposal deserves discussion. Without one, the motion dies.1Robert’s Rules of Order. FAQs
- Debate: Once seconded, the floor opens. Every director has the right to speak.
- Vote: After debate, the chair calls the vote. A simple majority of those present typically passes it, unless bylaws require more.
- Announce the result: The chair states the outcome, and the secretary records it in the minutes.
Follow that sequence, confirm the quorum, confirm the mover is in good standing, and the motion carries the full weight the board is capable of giving it.