Motion

In the structured environment of a board meeting, every significant decision is the result of a formal, transparent process. The cornerstone of this process is the motion. A motion is a formal proposal put forward by a member for the board to consider and take action upon. It is the mechanism that transforms a discussion point or an idea into a concrete proposal that can be debated, amended, and ultimately voted on.

Without the discipline of motions, board meetings risk becoming directionless discussions with ambiguous outcomes. Motions provide the essential framework for clear, decisive action and create an auditable trail of the board's decision-making journey. This is not merely a matter of tradition; it is a fundamental pillar of effective corporate governance, ensuring that every director has a voice and that every decision is deliberate, recorded, and legally defensible.

This guide will provide a comprehensive exploration of motions within the context of UK board meetings, covering their purpose, the formal lifecycle from proposal to resolution, the different types of motions, and their legal standing.

The Purpose and Importance of a Motion

At its core, a motion serves several critical functions within a meeting's procedural framework, often referred to as 'rules of order' or 'meeting procedure'.

Provides Structure and Focus: A motion forces the board to focus on a single, specific proposal at a time. It prevents conversations from meandering and ensures that discussions are channelled towards a tangible outcome. Once a motion is on the floor, it becomes the sole subject of debate until it is disposed of.
Ensures Clarity: A well-phrased motion leaves no room for ambiguity. It states precisely what the board is being asked to approve. For example, instead of a vague discussion about "improving marketing," a motion would state: "That the board approve an additional budget of £50,000 for the Q1 digital marketing campaign as detailed in the proposal document."
Guarantees a Formal Record: The journey of a motion is meticulously documented in the meeting's minutes. This record includes who proposed the motion, who seconded it, the key points of the debate, any amendments made, and the final vote count. This formal record is a crucial legal document that can be reviewed by auditors, regulators, and shareholders.
Facilitates Democratic Process: The process of debating and voting on a motion is inherently democratic. It ensures that a decision is made based on the collective will of the board (or at least a majority), rather than being dictated by a single powerful individual. It provides a structured opportunity for dissent and alternative viewpoints to be heard and considered.
Transforms Talk into Action: A motion is the bridge between discussion and decision. The outcome of a successful motion is a resolution – a formal expression of the board's decision or opinion. This resolution then empowers the executive team or a committee to take specific actions.

The Lifecycle of a Motion: A Step-by-Step Process

For a motion to be handled correctly, it must follow a formal, universally understood sequence of events. While a company's Articles of Association may specify slight variations, the following process is standard practice in UK board meetings.

1. A Member Proposes (or 'Makes') a Motion

The process begins when a director who has been recognised by the Chair states their proposal. The correct phrasing is crucial for clarity. The member should say, "I move that..." followed by the specific proposal.

Example: A director, after being acknowledged by the Chair, might state: "Chair, I move that the company enter into a five-year lease agreement for the office premises at 123 Business Park, under the terms previously circulated to the board."

For complex proposals, it is best practice to have the motion written down and submitted to the Chair or Company Secretary in advance. This ensures it is accurately captured in the meeting agenda and the minutes.

2. The Motion is Seconded

After a motion is proposed, it must be 'seconded' by another member. A seconder simply needs to state, "I second the motion," or "Seconded."

The act of seconding does not necessarily mean the seconder fully agrees with the motion. It simply signifies that they believe the proposal is worthy of discussion by the board. It is a procedural step to ensure that at least two members feel the topic warrants the board's time. If no one seconds a motion, it is considered 'lost' or 'dropped' for lack of support and is not discussed further. The Chair will simply announce, "The motion is not seconded and will not be considered."

3. The Chair States the Motion to the Meeting

Once a motion has been proposed and seconded, the Chair formally states it to the meeting. This is a critical step, as it signals that the motion is now the official business of the board and is open for debate. The Chair will say something like:

"It has been moved and seconded that the company enter into a five-year lease agreement for the office premises at 123 Business Park, under the terms previously circulated to the board. The motion is now open for discussion."

At this point, the motion "belongs" to the board, not the original proposer. It cannot be withdrawn or changed without the board's consent.

4. The Board Debates the Motion

The Chair manages the debate, ensuring it remains orderly, relevant, and fair. Each director who wishes to speak should be given the opportunity. The debate should be confined strictly to the merits of the motion on the table. The Chair's role is to:

Recognise speakers.
Enforce any time limits on speeches.
Rule any irrelevant discussion 'out of order'.
Ensure all viewpoints are heard.

During this phase, directors may seek clarification, argue for or against the motion, or suggest potential improvements.

5. The Motion May Be Amended

If, during the debate, a director believes the motion could be improved, they can propose an amendment. An amendment is a motion to change the wording of the main motion. It must be relevant to the original motion and cannot fundamentally negate its intent. An amendment also needs to be proposed and seconded.

Example: During the debate on the lease agreement, a director might say: "I move to amend the motion by adding the words 'subject to a satisfactory structural survey'."

This amendment would be seconded, debated, and voted on before returning to the debate on the (potentially amended) main motion.

6. The Chair Puts the Motion to a Vote

When the Chair believes the debate has concluded, or if a member successfully moves to "call the question" (a motion to end debate), the Chair will restate the final, exact wording of the motion (including any approved amendments) and call for a vote.

Voting methods can vary based on the company's Articles of Association:

Voice Vote: The Chair asks for "ayes" and "nays" and judges the outcome.
Show of Hands: The most common method in board meetings.
Poll Vote: Each director's vote is recorded, sometimes weighted by shareholding (more common in shareholder meetings).
Ballot: A secret written vote.

For a motion to pass, it typically requires a simple majority (more than 50% of the votes cast), unless the company's rules or the law (e.g., for a 'special resolution') requires a higher threshold, such as a two-thirds or three-quarters majority. A sufficient number of directors must be present to form a quorum for the vote to be valid.

7. The Chair Announces the Result

The Chair announces the result of the vote clearly, stating whether the motion is "carried" (passed) or "defeated" (failed). This announcement is the final step in the motion's lifecycle. If carried, the motion officially becomes a resolution of the board.

Types of Motions in Corporate Governance

While the "main motion" described above is the most common, formal meeting procedure allows for several other types of motions that help manage the meeting's business. These are often categorised by their priority or 'rank'.

Main Motions

This is the standard type of motion used to introduce a new item of business for the board's consideration. The entire lifecycle described above applies to a main motion. There can only be one main motion on the floor at any given time.

Subsidiary Motions

These motions assist in disposing of or modifying a main motion. They are dealt with before the main motion. Common examples include:

Motion to Amend: To change the wording of the main motion.
Motion to Refer to a Committee: To send the main motion to a smaller group (e.g., the Audit Committee) for further study and recommendation.
Motion to Postpone: To delay a decision on the main motion, either to a specific time or indefinitely.
Motion to Limit or Extend Debate: To set rules for how long the discussion can continue.

Privileged Motions

These are urgent motions that do not relate to the main motion but concern the rights and needs of the meeting itself. They take precedence over all other motions. Examples include:

Motion to Adjourn: To end the meeting.
Motion to Recess: To take a short break.
Question of Privilege: To address an urgent issue like a room being too hot or an inability to hear a speaker.

Incidental Motions

These motions arise incidentally from the business being conducted and must be decided immediately once they are raised. Examples include:

Point of Order: To call the Chair's attention to a potential breach of procedural rules.
Appeal the Chair's Decision: To ask the members to vote to overrule a decision made by the Chair.
Motion to Suspend the Rules: To temporarily set aside a procedural rule to allow the board to do something it couldn't otherwise do.

The Legal Context for Motions in the UK

In the United Kingdom, the rules governing board meetings and motions are not dictated by a single, rigid code like Robert's Rules of Order (which is a US convention). Instead, the legal framework is derived from several sources:

The Companies Act 2006: This act sets out the foundational legal requirements for company administration but is generally not overly prescriptive about the minutiae of meeting procedure. It focuses more on the duties of directors, requirements for record-keeping (minutes), and voting thresholds for specific types of resolutions (e.g., ordinary vs. special resolutions).
Articles of Association: This is the most important document for a company's internal governance. The company's articles will typically contain specific rules about chairing meetings, voting rights, quorum, and how decisions are made. If there is a conflict, the company's articles take precedence over general meeting conventions, provided they comply with the law.
Common Law: Over the years, UK courts have established principles of natural justice and fairness that apply to company meetings. These include the right of members to be heard and the requirement for the Chair to act in good faith.
Established Practice: Many organisations adopt a set of 'standing orders' or follow established conventions for meeting procedure to ensure consistency and fairness.

The key takeaway is that the process of using motions creates a decision-making trail that satisfies the legal requirement under the Companies Act 2006 to keep accurate minutes of all board proceedings. A clear motion, properly recorded, provides unambiguous evidence of the board's actions and its compliance with directors' duties.

Motions in the Digital Age with Board Management Software

The principles of motions remain as relevant as ever, but technology has streamlined their execution. Board management software like BoardCloud directly supports and enhances the formal process:

Pre-Circulation of Motions: Complex motions can be drafted and attached to the digital agenda, allowing directors to review them thoroughly before the meeting.
Efficient Amending: Suggested amendments can be shown on-screen in real-time, ensuring everyone is debating the correct version of the text.
Secure Electronic Voting: For virtual or hybrid meetings, board portals facilitate secure, auditable voting on motions, instantly calculating the result.
Automated Minute-Taking: The system can automatically log the proposer, seconder, and outcome of a motion, greatly simplifying the Company Secretary's task of drafting accurate minutes.

This technology does not replace the formal procedure but rather provides the tools to execute it with greater accuracy, transparency, and efficiency.

Frequently Asked Questions (FAQs)

Q1: What is the difference between a motion and a resolution?

This is a very common point of confusion. A motion is a proposal that is being discussed. It is the question put to the board for a decision. A resolution is the outcome of a motion that has been passed or carried. Once a motion is approved by the required majority vote, it ceases to be a motion and becomes a formal resolution of the board, legally binding the company to the decision.

Q2: What happens if a motion is not seconded?

If a motion is proposed but no other member is willing to second it, it indicates that there is not sufficient interest in the proposal to warrant spending the board's time on a debate. The Chair will declare that the motion has failed for lack of a seconder. It is not recorded in the minutes as a formal motion, though a note may be made that it was proposed and failed to find a seconder. No debate or vote takes place.

Q3: Can the person who proposed a motion vote against it?

Yes. A director is free to vote as they see fit, regardless of their role in bringing the motion to the table. During the course of the debate, the proposer may be convinced by opposing arguments that their original idea was flawed. Alternatively, the motion may have been amended in a way that the original proposer no longer supports. In either case, they are entitled to vote against the motion they initially proposed.