Eleanor Finch
A quorum is the minimum number of members required to be present at a board meeting for it to be considered valid and official. The purpose of a quorum is to ensure that decisions are made with sufficient representation and to prevent a small group of members from making decisions that may not be in the best interests of the organization. Quorum requirements vary by organization, with some common practices including a simple majority, state law requirements, custom percentages, fixed numbers, and graduated quorums. It is important for organizations to carefully consider and establish their quorum requirements to ensure effective decision-making and representation.
| Characteristics | Values |
|---|---|
| Purpose | To ensure decisions are made with sufficient representation and to prevent a small minority from taking action without oversight. |
| Definition | The minimum number of members required to conduct business at a properly called meeting. |
| Determination | The quorum is usually set by the organization's bylaws. In the absence of a stated definition, it constitutes a simple majority. |
| Quorum Loss | If a quorum is lost during a meeting, the chair must announce the absence of a quorum before a vote is taken. |
| Voting | A quorum is required for voting and official business. |
| Attendance | Perfect attendance is rare, so the quorum ensures enough members are present for a reasonable majority vote. |
| Decision-Making | A quorum facilitates faster and better decision-making and helps avoid litigation. |
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What You'll Learn
Quorum definition and purpose
A quorum refers to the minimum number of members required to be present at a meeting to legally conduct official business. The quorum ensures that a small number of board members do not take actions that bind the entire organization. It is an essential part of board governance.
The quorum is usually set by the organization's bylaws. In the absence of a stated definition, it is often considered to be a simple majority, which is often defined as more than 50% of voting members. However, this number can vary depending on the organization and its specific requirements. Some organizations may require a higher percentage, such as two-thirds of the members to be present, while others may set a fixed number. For example, a quorum could be defined as "a minimum of seven board members".
The quorum requirement is important as it ensures that decisions are made with sufficient representation and prevents a small minority from taking actions without the input of the broader group. It also facilitates faster and better decision-making and helps avoid litigation.
When determining the quorum percentage or number, organizations should consider factors such as the size of the organization, the importance of the decisions being made, and the geographical distribution of members. It is also important to periodically review the established quorum percentage to ensure it continues to meet the organization's needs.
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Quorum requirements
A quorum is the minimum number of members required to be present at a board meeting to conduct official business. It is important because it ensures that a small number of board members do not take actions that bind the entire organization.
- Simple majority: More than 50% of voting members.
- State law requirements: Some states mandate minimum percentages, often around one-third for nonprofits.
- Custom percentages: For example, 51% (simple majority), 60%, 66.67% (two-thirds) or 75%.
- Fixed numbers: A specific number rather than a percentage, such as seven board members.
- Graduated quorums: Different percentages for different types of decisions.
When determining a quorum percentage, organizations should consider several factors, including the geographical distribution of members and the frequency of meetings. The goal is to balance ensuring adequate representation with maintaining operational efficiency. It is also important to periodically review the established quorum percentage to ensure it continues to meet the organization’s needs over time.
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Quorum protocols
The quorum number is typically outlined in an organisation's bylaws, which may be a simple majority or a fixed number. For example, a quorum could be half of the board members plus one, or a specific number such as seven. If the quorum number is not met, the meeting can still take place, but no official business, votes, or decisions can be made.
It is important to note that quorum requirements may vary depending on the type of organisation and local laws. For instance, some states mandate a minimum percentage of one-third for nonprofits. Additionally, certain votes may require a two-thirds majority, and other exceptions may apply.
When establishing a quorum, it is crucial to consider the impact and requirements of achieving one. Factors such as the organisation's size, the importance of the decisions being made, and the frequency of meetings should be taken into account. The goal is to strike a balance between ensuring adequate representation and maintaining operational efficiency.
Some organisations may also have specific quorum protocols in place. For example, Walmart's Board of Directors quorum protocol requires a majority of the whole board, except when voting on adding a board member or adjourning the meeting. Meta's Board of Directors has a similar protocol, while TRIO PETROLEUM's Board of Directors requires not only a majority of the board but also no less than one-third of authorised directors.
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Quorum percentages
The quorum percentage varies across organisations. While some organisations define a quorum as a simple majority of 51%, others set a higher percentage, such as 60%, 66.67% (two-thirds), or 75%. Some organisations even set a quorum of 100%, hoping to ensure full representation. However, this often backfires, and the boards find themselves unable to reach a quorum.
Some common practices for determining quorum percentages include:
- Simple majority: This is often defined as more than 50% of voting members.
- State law requirements: Certain states mandate minimum percentages, often around one-third for nonprofits.
- Custom percentages: Organisations can set their own bylaws, such as 51% (simple majority), 60%, 66.67% (two-thirds), or 75%.
- Fixed numbers: Some organisations opt for a specific number rather than a percentage. For example, a quorum might be defined as "51% of voting members" or "seven board members, including at least two officers."
- Graduated quorums: Different percentages are set for different types of decisions.
When determining a quorum percentage, organisations should consider factors such as the geographical distribution of members and the frequency of meetings. The goal is to balance adequate representation with operational efficiency. Additionally, it is essential to periodically review the established quorum percentage to ensure it aligns with the organisation's evolving needs.
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Quorum numbers
The specific quorum number varies by organization and sector. Quorums are usually defined as a simple majority, often 50% plus one member, or a two-thirds majority. Some organizations opt for a fixed number, such as seven members, instead of a percentage. In the absence of a defined quorum, a simple majority is usually the preferred approach.
When determining a quorum, organizations should consider several factors, including the size of the organization, the importance of the decisions being made, and the geographical distribution of members. It is also important to periodically review the established quorum percentage to ensure it continues to meet the organization's needs.
Some examples of quorum numbers include:
- Northern Illinois University Board of Trustees: five members
- Walmart's Board of Directors: a majority of the whole board, except when voting on adding a member
- Meta's Board of Directors: a majority of the board
- TRIO PETROLEUM's Board of Directors: a majority of the board, with no less than 1/3 of authorized directors
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