Moving, seconding … but why?

How often have you been in a board meeting where the chairperson asks for someone to move a motion, or asks for someone to second it. We all have – but what is the legal basis for it? Is this needless bureaucracy that takes time and effort to record, for decisions which are nearly always by consensus anyway? And what does the practise say about our conception of governance and the approach to board decision making itself?

The short answer is simple: there is no legal requirement for this. The obvious place to look is the Companies Act: that doesn’t require it, and neither does other legislation. Despite this, it has become ingrained in governance culture and is now very common, and even the default, for chairs to respond: “But, this is how we do things”. The Institute of Directors in its Board Meetings Practice Guide has minute templates that include details for all resolutions including who “moved” and “seconded” a motion. Should this be accepted as best practise though?

We want to question it to ensure that old paradigms of thinking about governance do not continue when they are no longer relevant or represent the wrong approach – for example, if they are based on a different mindset and conception that placed individualism over collective decision making. 

A quick history lesson

Individuals can have oversized influence on a particular practise and that is the case here. When it was published in America in 1876 the “Pocket Manual of Rules of Order for Deliberative Assemblies”, written by former US Army Officer Henry Robert set the standards for meetings of all types (both business and community organisations). 

While that origin of many governance standards is somewhat lost in time, the book was very influential and became known as “Robert's Rules of Order”. The practise of moving/seconding was outlined in that book and seeped into governance approaches throughout English-speaking countries, including New Zealand.

However, it is important to note that book had a bias towards decisions being made by majority rather than by consensus. So the philosophy that underpins the approach in Robert’s Rules contrasts to that which we would advocate for as a better way of conceiving the role of governance and how decisions are made.

Because one of us is a lawyer, we also scoured legislation but found nothing mandating the practise of moving/seconding. We looked for some cases, and found one in the 1879 English decision of Re Horbury Bridge Coal, Iron & Waggon Company, which concluded that at common law there is no requirement that a motion be seconded at a company meeting unless that is normally what is done in that company. We acknowledge that for some councils and other statutory bodies this may be required and stipulated in standing orders, but mostly it is tradition – and that can be refreshed.

Why is this an important issue to consider and what does it say about our board cultures? 

We think boards are over complicating things and requiring process is followed that is not even needed.  A fundamental principle of decision making by boards is that they are collectively responsible. So singling out people to move or second a decision goes against that principle. 

The moving/seconding approach has an individualistic emphasis which aligns with a Western conception of the world more than an indigenous perspective. In our view, dropping this approach would align more with collective decision making practices of Māori and Pacific cultures. It’s never about the individual who proposed things or did the initial work or who pushed the decision. Instead, it’s about the whole group and its decision, made together.

If we are practicing consensus decision making in our boardrooms - which we are in all of those the authors are part of, then we shouldn’t fall back to rigid processes and rules. We say that because in collective korero/talanoa/discussion, a good board chair will implement various strategies to manage issues. We should also have board charters and codes of conduct, and rely on both individual and collective responsibility to hold ourselves and others to account, and maintain the highest standards of behaviour.

Are there situations where this tradition might still be appropriate?

If you vote against a resolution then that can be recorded – it might even affect how a judge views your contribution at a later date. But that is not the same thing as going through the motions of asking for someone to move and second motions where the whole board agrees. 

So what about another perspective: perhaps it is useful to have a motion moved by one person who did the most work on the proposal or wants to be recorded as proposing it. However, you could argue that as a  board member like this wanting their individual actions recorded is not being a team player – instead they want to be Player of the Day! 

What about keeping a record for controversial decisions? Perhaps there is a role where it is unclear if the issue should even be debated – having one person propose it and another second it might show it is worthwhile. There may also be value in a checking process like this in a different context, for example where there are 150 people at an AGM and someone proposes a totally inappropriate or unnecessary topic to discuss. In that context perhaps there may be a reason for someone to second such a suggestion. But taking that unique situation and then also requiring moving/seconding in a boardroom setting, it doesn’t seem necessary. However, that seems to be what has occurred. 

In the IoD guide mentioned above, it is noted: “A motion or resolution may need to be moved and seconded before it is debated, and voted upon. It is standard practice for a chair to put a motion or resolution to the meeting with no mover or seconder, if they feel the topic has been sufficiently debated and a decision is imminent.”

All this implies that more controversial decisions would need to have a mover and seconder, to meet the criteria to then have a discussion – a little election is held, before the topic can be raised. However, if it is a topic that a board member thinks is worthy of debate then such a criteria seems quite arbitrary. It seems to also have seeped out from that original purpose of larger meetings, to now infect nearly all decisions that do not truly need a mover and a seconder. 

The way forward?

We are here to argue for a move to simplicity and clarity. In our boardrooms, let’s ask why we continue with this practise of having movers and seconders. It is not actually a legal requirement. Let’s start a movement where we simply pass the resolution and get rid of unnecessary complexity and the time-wasting tradition in our meetings. This would help our meetings to be easier to understand, be more culturally aligned with who we are in Aotearoa, and remove a practise which is not adding value and which goes against the fundamental governance principle (and responsibility) of collective decision-making. 

So the next time you are asked if you want to second a motion perhaps ask back: “. . . but why?”. 

About the authors

Mele Wendt MNZM was appointed a Member of the New Zealand Order of Merit in the New Year Honours 2019, for services to governance, the Pacific community and women. She is a former CEO and current certified board chair/director and consultant, with expertise in leadership, governance, Pacific peoples’ development, diversity strategies, scholarships and organisational capacity building. 

Caren Rangi ONZM MInstD is an experienced public sector governance practitioner, a qualified chartered accountant and a proud Cook Islands Maori. In 2018, she was conferred with an Officer of the New Zealand Order of Merit for services to governance and the Pacific community and is a Fellow of Chartered Accountants Australia and New Zealand and a Member of the Institute of Directors.

Steven Moe MInstD is a partner at Parry Field Lawyers based in Christchurch and works in corporate law providing advice to companies, not-for-profits and social enterprises.  He is on five boards and for one is chair - Community Finance which has raised $93 million for social housing.  He is a member of the Edmund Hillary Fellowship, the XRB Advisory Panel and hosts Seeds - a podcast with 300+ long form conversations on governance, leadership and entrepreneurship. Steven is also a facilitator on the Company Directors Course.