A quick reference for board governance terms used throughout ActionItem.
To choose not to vote for or against a motion. Abstentions are typically not counted toward the result.
A reusable agenda structure with standing items pre-configured, so you don't have to rebuild the agenda from scratch for each meeting.
The collection of documents distributed to board members before a meeting. It typically includes the agenda, previous minutes, financial reports, and any papers for discussion.
A motion that has passed: it received enough votes to be approved.
When a board member's personal interests could influence their decision-making. Members must declare conflicts and may need to recuse themselves from related votes.
A group of routine items bundled together and approved in a single motion, without discussion, to save time.
A motion that did not pass: it did not receive enough votes.
Postponed to a later meeting or a set date.
A board member who serves by virtue of their position (e.g., CEO), rather than being elected. May or may not have voting rights.
A vote conducted outside of a meeting (e.g., by email or online). Used when a decision can't wait until the next scheduled meeting.
A confidential session where non-board members are excluded. Used for sensitive matters like personnel issues, legal matters, or executive compensation.
A formal disclosure by a board member that they have a personal or financial interest in a matter being discussed. Required by most governance standards.
The official written record of what happened at a meeting: decisions made, actions assigned, and key discussion points.
A formal proposal put to the board for a decision. Must be moved by one member and seconded by another before it can be voted on.
The board member who formally proposes a motion for the board to consider.
The minimum number of members who must be present for the meeting to conduct official business.
To voluntarily withdraw from participating in a discussion or vote due to a conflict of interest.
The board member who supports a motion being put forward, allowing it to proceed to discussion and vote.
More than half of the votes cast. The most common threshold for passing a motion.
An agenda item that appears at every meeting (e.g., financial report, approval of previous minutes).
Laid on the table: set aside with no date. It comes back only if the board takes it up again.
Rules governing how long members serve on the board, term limits, and succession planning.
At least two-thirds of the votes cast must be in favour. Used for significant decisions like bylaw changes.
Every voting member must agree. The highest possible threshold.
A flying minute is a vote conducted between meetings, typically by email or through ActionItem's online voting tool. It's used when a decision needs to be made before the next scheduled meeting. All eligible board members are notified and can cast their ballot within a set timeframe.
Without quorum, the meeting can proceed for discussion purposes, but no binding decisions or votes can take place. ActionItem tracks quorum automatically based on your board's configured minimum attendance.
A motion is a formal proposal brought to the board for consideration. Once a motion is voted on and the result is recorded, it becomes a decision in the decision register. Not all decisions require a formal vote; some can be made by consensus.
Go to the Interest Declarations section on your board page. Click "New Declaration" and describe the nature of your interest. Your declaration will be recorded in the register. You should declare conflicts before any related discussion begins.
A consent agenda bundles routine, non-controversial items (like approving previous minutes or receiving standard reports) into a single item that's approved with one motion. Any member can request that an item be pulled from the consent agenda for separate discussion.
Yes. Board administrators can export all board data as a ZIP file containing CSVs (meetings, decisions, actions, issues, members, interest declarations, agendas) plus PDF minutes for each meeting. Use the "Export board data" button in the Quick Links section of your board page.
The organization's owner can schedule deletion at the bottom of Organization Settings: the organization closes at once and is permanently deleted 30 days later; the owner can cancel during those days from the organization's page, and every owner and administrator is emailed. Export any boards you want to keep first. To delete your own account, use "Delete my account" on your Account page: your personal information is removed (email address, phone, photo, sign-in, private notes), and your name stays in the organizations' records where you took part. If you own an organization, delete it or hand it over first.
An in camera session is a confidential portion of a meeting where non-board members (and sometimes certain board members with conflicts) are asked to leave. It's commonly used for discussing personnel matters, legal issues, or sensitive financial topics.
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