Eleanor Finch
A quorum refers to the minimum number of group or organization members that must be present for official business to be carried out. Quorum requirements are important to ensure that board decisions are balanced and well-informed, and to prevent a small minority from taking action without adequate oversight. The quorum number is usually set by the organization's bylaws and can be a fixed number, a percentage of total membership, or a combination of both. If a quorum is lost during a meeting, the chair should state the loss before taking any vote, and any decisions made without a quorum are invalid and must be voted on again.
| Characteristics | Values |
|---|---|
| Purpose | To ensure that decisions are made with sufficient representation and to prevent a small minority from taking action without adequate oversight or input from the broader legislative body |
| Definition | Minimum number of board members entitled to vote who must be present at a board meeting before any business can be transacted legally |
| Determination | Can be set as a percentage of membership or a fixed number |
| Attendance | Members may fully participate virtually by video or teleconference |
| Loss of quorum | If a quorum exists at the beginning of a meeting and members leave during the meeting, causing the loss of quorum, the chair should state the loss before taking any vote |
| Bylaws | Should specify the quorum requirements |
| No quorum | The board chair must set a new meeting date and release those present |
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What You'll Learn
Quorum requirements
A quorum refers to the minimum number of group or organization members that must be present for official business to be carried out. It is an essential part of board governance that ensures a small number of board members do not take actions that bind the organization.
The quorum should consist of as many people as can be relied upon to attend all meetings. It can be set as a percentage of membership or a fixed number. For instance, a board with 16 members and a 50% quorum requirement can hold a meeting with eight members present. If the bylaws require a simple "majority of a quorum" to carry a vote, five members (a majority of the eight in attendance) can determine the fate of an issue. Some boards set a high quorum, such as at 100%, to ensure full representation, but this often backfires and the boards never achieve a quorum. It is important to strike a balance between the need for full representation and what is realistic.
If a quorum exists at the beginning of a meeting and members leave, causing the loss of quorum, the chair should state the loss before taking any vote. The chair should set a new date for the meeting and thank and release those members who are present. Without a quorum, any votes taken and any decisions made in a meeting are invalid and must be brought up and voted on again with the appropriate number of board members present.
When establishing or revising your quorum policy, consider your current practices and assess whether a change could improve attendance, inclusion, and engagement. It is also important to check your state's legal requirements and industry standards.
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Attendance tracking
To effectively track attendance and ensure a quorum, organisations should consider the following:
Determine the Quorum Requirement
The quorum requirement can be set as a percentage of membership or a fixed number. This is usually outlined in the organisation's bylaws or governing documents. For example, a common formula for determining a quorum is one-half plus one of the total number of directors. In some cases, organisations may require a higher percentage, such as two-thirds of the members, to be present for a quorum.
Track Attendance
Before critical meetings, it is important to track the attendance of board members to ensure that the quorum requirement is met. This can be facilitated through the use of board management software, which can also enable virtual attendance through video conferencing integration.
Address Chronic Attendance Issues
If there are consistent struggles to reach a quorum, it is important to address the underlying issues. This may include investigating the reasons for low attendance and working to improve engagement and the value of meetings.
Review and Adjust Quorum Requirements
Over time, as organisations grow and change, it may be necessary to review and adjust quorum requirements. This can include considering the impact of the current quorum on decision-making and whether adjustments could improve attendance, inclusion, and engagement.
Prioritise Attendance
Organisations can prioritise attendance by implementing consequences for absences and raising the quorum requirement to increase moral pressure on members to attend.
By effectively tracking attendance and addressing any issues, organisations can ensure that they meet the quorum requirement, facilitating valid decision-making and representation at board meetings.
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Voting and decision-making
The quorum is the minimum number of board members entitled to vote who must be present at a board meeting before any business can be transacted legally. The quorum ensures that a small number of board members do not take non-representative actions that bind the organisation. It is important to note that the quorum is not a fixed number and can be set as a percentage of membership or a fixed number. For example, a board with 16 members and a 50% quorum requirement means that a meeting can be held when eight members are present.
The quorum should consist of as many people as can be relied upon to attend all meetings. It is up to the organisation to determine a good balance between the need for full representation and what is realistic. If your nonprofit should ever make changes to the quorum requirements, be sure to update your bylaws in your board management software system. The board chair must address the issue of a quorum before starting the agenda.
If a quorum exists at the beginning of a meeting and members leave during the meeting, causing the loss of quorum, the chair should state the loss before taking any vote. Other members may also make a point of order about the absence, but only when other members are not speaking. Without a quorum, the board chair should set a new date for the meeting and then thank and release those members who are present.
When establishing or revising your quorum policy, consider your current practices and assess whether a change could improve attendance, inclusion, and engagement. If you are consistently struggling to reach a quorum, it is a board-wide problem. It may be time to discuss improving attendance by focusing on the Duty of Care and how poor attendance hurts the organisation.
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Loss of quorum
The loss of quorum during a board meeting can occur when a quorum is established at the beginning of the meeting but members leave midway, causing the minimum number of required attendees to no longer be met. This situation requires the chair to announce the loss of quorum before any votes are taken or other motions are presented. If a lack of quorum is present, any member can advise the chair.
It is important to note that without a quorum, the board meeting can still continue, but no official business can be conducted, and no board votes or decisions can be made. Any votes taken or decisions made in the absence of a quorum are considered invalid and must be addressed again in a future meeting when a quorum is present.
To prevent the loss of quorum, some organizations set a high quorum requirement, such as 100%, to ensure full representation. However, this approach may backfire, making it challenging to achieve a quorum. Alternatively, some boards establish a low quorum percentage to accommodate expected low attendance.
When facing consistent challenges in reaching a quorum, it is essential to assess the underlying reasons. This may include investigating individual board members' perspectives on process, culture, and engagement. Attendance issues could also be addressed by prioritization, imposing consequences for absences, and making meetings more engaging and valuable.
In summary, the loss of quorum during a board meeting can have significant implications, rendering votes and decisions invalid. Organizations should carefully consider their quorum requirements and actively work towards achieving and maintaining the required attendance to facilitate effective decision-making and avoid legal complications.
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Bylaws and governance
A quorum refers to the minimum number of group or organization members that must be present for official business to be carried out. The quorum is an essential part of board governance, ensuring that a small number of board members do not take actions that bind the organization without adequate representation. Bylaws should state what constitutes a quorum, which can be a fixed number, a percentage of total membership, or a combination of both. This minimum number is usually set by the organization’s bylaws, which may also outline rules for a quorum.
The quorum is important to ensure the board is accurately represented and that decisions are made with sufficient participation from the full board. It is also a way to ensure that board deliberations are being conducted appropriately. Without a quorum, any votes taken and any decisions made in a meeting are invalid and must be brought up and voted on again with the appropriate number of board members present.
When establishing or revising your quorum policy, consider your current practices and assess whether a change could improve attendance, inclusion, and engagement. It is up to your organization to determine what is a good balance between the need for full representation and what is realistic. For example, some boards set a high quorum, such as 100%, hoping to ensure full representation, but this often backfires, and the boards find themselves never able to reach a quorum.
In the absence of defined rules, a simple majority on attendance is what constitutes a quorum. The generic formula for determining the “majority” as a quorum is one-half plus one of the total number of directors. For instance, if there are ten board directors, a quorum from the majority is equal to six board directors who are present. Some organizations may require two-thirds of the members to be present in the meeting to achieve a quorum.
If a quorum exists at the beginning of a meeting and members leave during the meeting, causing the loss of quorum, the chair should state the loss before taking any vote. The board chair assumes quorum until the quorum is lost.
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Frequently asked questions
A quorum is the minimum number of board members entitled to vote who must be present at a board meeting before any business can be transacted legally.
Without a quorum, any votes taken and any decisions made in a meeting are invalid and must be brought up and voted on again with the appropriate number of board members present. The board chair must set a new date for the meeting and then thank and release those members who are present.
The quorum should consist of as many people as can be relied upon to attend all meetings. It can be set as a percentage of membership or a fixed number. The specific number or percentage is usually outlined in an organization's bylaws or governing documents.
