A vote of no confidence is a cornerstone of democratic accountability. It ensures that leaders remain answerable to the representatives of a company, nonprofit, municipality, or city. In countries like the United States, the United Kingdom, Canada, and Australia, under parliamentary procedure, a vote of no confidence embodies the principle that executive leadership must retain the confidence of the elected assembly.
A vote of no confidence may be used to remove a board member, a CEO, a principal, or even a prime minister if they underperform in their role, act unethically, or cause harm to an organization.
What is a Vote of No Confidence?
A vote of confidence is a formal motion in a parliamentary system that allows a governing body to test or reaffirm a leaders’ commitment. In simple terms, it’s a way for leadership to ask “can we still trust you to govern effectively?”
The main purposes of a vote of no confidence are:
- To prove stability after a major controversy, leadership reshuffle, or policy defeat.
- To reaffirm legitimacy or commitment to the organization’s mission.
- To avoid ambiguity about whether the leader still enjoys majority support.
Within a board environment, the board of directors wants every member to act in the best interests of the organization. Unfortunately, this is not always the case. Sometimes the board may disagree with an executive’s decision, but more extreme cases may involve unethical or irresponsible behavior.
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Vote of No Confidence vs. Vote of Confidence
What’s the difference between a vote of no confidence vs. a vote of confidence?
Feature | Vote of No Confidence | Vote of Confidence |
Intent | To express loss of trust | To affirm trust in leadership |
Tone | Critical or disciplinary | Supportive and stabilizing |
Possible Outcomes | Removal or resignation | Reinforces authority |
Who Initiates | Dissenting board members | Supportive majority |
Vote of No Confidence
The intention of a no-confidence vote procedure is to express a loss of trust. The tone of the process will be critical or disciplinary, perhaps asking for the removal or resignation of the targeted leader. These proceedings are usually initiated by dissenting board members or groups that no longer support the person in the position of responsibility because they believe they are not fit to hold their position any longer.
Vote of Confidence
A vote of confidence process intends to affirm or declare trust in leadership. There is a supportive and stabilizing tone in the proceedings to reinforce authority. Usually, these proceedings are initiated by a supportive majority that shows its desire to keep leaders in their positions with a simple majority vote or other majority vote methods, such as a unanimous vote.
How to Conduct a Vote of No Confidence
When considering the option, consult the governing bylaws or constitution for the specific procedures, required vote percentages, and grounds for calling a vote of no confidence. After justifying a vote is necessary based on sound, documented evidence and evaluating the potential short and long-term effects or fallout of a no-confidence vote’s success or failure, it’s time to start the process.
1. Call for a Vote of No Confidence
A vote of no confidence should be considered only after other resolutions have been considered and implemented without success. Once you make the decision you’ll need to prepare before a formal vote of no confidence is made.
2. Obtain Signatures
Since a successful vote of no confidence requires a majority vote, legislative or board administrators need to to gauge if there is support for the resolution. This can be done by circulating a petition to gather signatures.
3. Allow the Leader in Question to Respond
The leader will be officially notified after a motion of no confidence is initiated. The notification outlines the specific issues or allegations that led to this point, and it allows them to respond with a written rebuttal.
4. Conduct a Vote of No Confidence
Conduct the vote according to the governing body’s bylaws, regulations, and Robert’s Rules of Order. These standards and guidelines determine whether the circumstances call for a secret ballot, a roll-call vote, or another method.
5. Consider Next Steps
If the voting margin overwhelmingly indicates a loss of trust, this may result in the removal of the leader. However, if the motion fails or passes by a very slim margin, the organization may need to consider other actions, such as negotiations or additional operational changes.
Vote of No Confidence Examples
Here are some examples of prominent no-confidence votes.
Dennis Muilenburg – Boeing (2019-2020)
After the 737 MAX crisis, Boeing’s board effectively passed a vote of no confidence for CEO Dennis Muilenburg. Although not phrased as a formal “vote,” directors removed him from the board in October 2019 and then terminated him as CEO in December.
Travis Kalanick – Uber (2017)
Uber’s board of directors lost confidence in founder and CEO Travis Kalanick after months of scandals involving workplace culture, lawsuits, and public image crises. Five major investors, including Benchmark Capital, demanded his resignation, an effective board-led no-confidence action.
Adam Neumann – WeWork (2019)
In a major governance clash, the board and key investors, Soft Bank being among them, ousted CEO Adam Neumann. This came after failed IPO attempts and concerns about erratic leadership and corporate governance.
Voting Made Easy With OnBoard
When conducted correctly, a no-confidence vote keeps rogue executive leadership in check and holds them accountable. But if the process is mishandled, the results can become legally invalid, voiding outcomes, exposing the organization to lawsuits, and undermining the authority of the entire board.
Using artificial intelligence in the boardroom helps ensure these proceedings leave little room for error. OnBoard’s board management software features accurately document every step of a no-confidence vote, track progress over time, store related documentation in a protected and easily accessible location, and provide guidance based on your governing body’s bylaws and regulations. These capabilities help produce reliable outcomes and shield the organization from negative repercussions.
Governing bodies shoulder extensive responsibilities, including no-confidence voting. Ask for a Trial Request to see how OnBoard’s platform strengthens decision-making, improves efficiency, and reduces errors.
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About The Author
- Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.
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