What is a quorum? Definition, best practices, examples and FAQs
A small nonprofit board gathers for their regular monthly meeting. As the five members sit down around their board table, one member mentions that she has to leave halfway through the meeting. The board continues with the meeting after her departure, voting on several issues.
Unfortunately, the board president did not note that when the board member left, there was no longer a quorum at the meeting. The votes taken at the meeting were null and void. Quorums sound like a procedural technicality but are in reality an essential part of board governance.
A quorum refers to the minimum number of group or organization members that must be present for official business to be carried out. This minimum number is usually set by the organization’s bylaws.
The main reason organizations form a board is to pool the talents of individual directors to make the best overall decisions about the current and future direction of the organization. That means the demographic that constitutes the “who” of the decision-makers holds great significance for every organization. The problem with not following quorum protocol is a few members may become too powerful, creating the risk that decisions may not benefit the good of the whole.
Robert’s Rules of Order sets guidelines for quorums regarding protocols for what constitutes a quorum, how to change bylaws for them and the importance of giving notice of a meeting where important votes are taken.
In this post, we will cover the following:
- Definition of a quorum
- How to establish a quorum
- Absence of a quorum: what to do
- Examples of a quorum
Definition of quorum
According to Robert’s Rules, the quorum definition is the minimum number of voting members who must be present at a properly called meeting to conduct business in the group’s name. It should consist of a number as large as can be depended upon for being present at all meetings when the weather is not exceptionally bad.
If the definition sounds vague, it’s designed to be. Robert’s Rules developed the definition of a quorum to accommodate the diversity of organizations that use parliamentary procedure. If your nonprofit should ever make changes to the quorum requirements, be sure to update your bylaws in your board management software system.
Establishing a quorum number or ratio
The board chair must address the issue of a quorum before starting the agenda. For this reason, boards need to understand how to establish a quorum.
In most cases, the bylaws will state the rules for a quorum. In the absence of a stated definition, it constitutes a simple majority. A nonprofit could define a simple majority as 51% of the board.
How to establish a quorum
Whether you are determining a quotient to establish a quorum for the first time or redefining the bylaws related to a quorum, it helps to consider a couple of things.
- Who are most likely the regular board meeting attendees?
- What makes the most sense to achieve decisions that are well-rounded and balanced?
Keeping those primary questions in mind, the quorum can be set as a percentage of membership or a fixed number.
Some nonprofits establish a high percentage for a quorum to encourage board members to attend meetings. By contrast, nonprofit board attendance may typically be low, prompting boards to establish a low percentage for a quorum. One of the trends for small boards or boards with poor attendance is to hold shorter meetings to encourage attendance. On the lower end, it is comprised of as few as two or three people.
The absence of a quorum
A board meeting rarely has perfect attendance at every meeting throughout the year. In light of this, Robert’s Rules designated rules for conducting business in the absence of a quorum. The rules are different for every state.
Overall, any business transacted without a quorum is null and void. There are a few exceptions which include:
- Taking measures to establish a quorum
- Fixing the time to adjourn
- Adjourning the meeting
- Taking a recess
There are also some pretty obvious things that can’t be done when a quorum is absent. Present members can’t give unanimous consent or give notice of another meeting. In either case, there would be insufficient members to secure a reasonable majority vote.
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.
Changing the quorum quotient or ratio
Board members should note red flags indicating that it’s time for a change in the bylaws regarding the stated quorum. Progress and forward movement of an organization show positive signs of growth, but they can also signal a second look at the quotient section in the bylaws.
A good time to review the quorum protocol is at the annual strategic planning meeting unless something sparks a review before then. Here are a few red flags that trigger a review:
- When a few members become too powerful.
- When the needs of the organization change.
- When the organization goes through a period of growth.
Boards should exercise caution regarding how they amend these rules. The proper way is to strike certain words or the whole rule, insert new words or a new rule and vote on it as one question. The risk in amending the quorum by striking the rule first is that it immediately becomes a majority of all members. For many organizations, it sets a nearly impossible forum for getting a quorum to adopt a new rule.
Following quorum protocols keep an organization balanced and democratic. While the board chair is primarily responsible for establishing and announcing the existence of a quorum, all board members should hold the chair accountable for adhering to proper parliamentary procedure as a system of checks and balances.
Role of the chair for quorum
The chair holds an important position with regard to assuring that all votes taken are official. While it’s important for meetings to begin on time, if a quorum is not present at the designated time, the chairman should wait a few minutes to see if enough members arrive to meet the quorum. Members may take the opportunity to contact other members to see if a quorum can be met. If there is no prospect of there being a quorum, the chairman should announce that there is no quorum and no official business will be conducted.
If the chair begins the meeting without a quorum present and a member is speaking on an issue, that member may not be interrupted for the purpose of stating that a quorum is not present. The chair should allow debate to continue and permit a member to raise an announcement about not having a quorum when members are not speaking.
If it becomes apparent that it’s not possible to establish a quorum, the chair may move to adjourn the meeting and reschedule it for another date. This might also signal a response from the chair to encourage voting members to be present at the next meeting. Adjourning the meeting is an especially appropriate step for the chair to take during an annual meeting where important business for the year needs to be transacted, including election of officers.
In the event that no quorum is present, the secretary should reflect in the minutes how many members were present, that a quorum was not achieved and the date and time of the rescheduled meeting. The minutes could also include a statement that non-binding discussions were held.
Following quorum protocols keeps an organization balanced and democratic. While the board chair holds the primary responsibility for establishing and announcing the existence of a quorum, all board members should hold the chair accountable for adhering to proper parliamentary procedure, as a system of checks and balances.
Examples of a quorum
To help you understand how some nonprofit organizations have defined a quorum in their bylaws, we provide examples so you can see how various boards worded them. Notice in these examples of a quorum that the wording in the bylaws can be very specific or very simple.
The United Way of Tennessee
Quorum. A quorum shall consist when a majority of the board is attending in person or through teleconferencing. A majority of the quorum must be made up of Local United Ways. All decisions will be made by a majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice. (United Way)
College of Saint Benedict Saint John’s University
In order for both Executive Board meetings and committee meetings to be deemed official, a majority of the members plus one (1) must be present. This number will denote a quorum. (Saint Benedict Saint John’s)
The Nature Conservancy
Quorums. One-third of the Board of Directors shall constitute a quorum for the transaction of business of the Board. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business by such committee. In the absence of a quorum at a duly called meeting, a lesser number may adjourn the meeting from time to time until a quorum shall be present. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by law, the Articles of Incorporation of TNC, or these bylaws. (The Nature Conservancy)
Professional Speakers Australia
Quorum (a) At meetings of the Board the number of Directors whose presence is required to constitute a quorum is a majority of Directors for the time being. (b) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week, or any date, time and place determined by the Chairperson. (c) The Directors may act even if there are vacancies on the board. (d) If the number of Directors is not sufficient to constitute a quorum at a meeting of the Board, the Directors may act only to: (i) appoint a Director; or (ii) call a general meeting. (Professional Speakers Australia)
British Psychological Society
At a Trustees’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting. (2) The quorum for Trustees’ meetings may be fixed from time to time by a decision of the Trustees, but it must never be less than two, and unless otherwise fixed it is one-third of the total number of Trustees or five Trustees (whichever is greater). (3) If the total number of Trustees for the time being is less than the quorum required, the Trustees must not take any decision other than a decision to appoint further Trustees. (British Psychological Society)
Disability Federation of Ireland
No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business; save as herein otherwise provided, for a quorum to exist at least 12 Members who are eligible to vote must be present. (Disability Federation of Ireland)
Frequently asked questions (FAQs)
What percentage is a quorum?
Organizations often require two-thirds of the members to be present to establish a quorum. The organization’s bylaws state a percentage needed to reach a quorum or the number of voting members. The percentage can be anything the voting members decide on as long as it is a majority of the members.
What is a board quorum?
For the purpose of board meetings, a board quorum is the fewest number of board members who are eligible to vote at a meeting before the board can conduct any business. The nonprofit’s bylaws will state the rules for a quorum.
What is a quorum in government?
Much like a nonprofit board, the principle behind a government quorum is that a certain number of governing members must be present at a meeting for them to pass laws. This practice dates back to the Constitutional Convention in the late 1700s and continues today. Our constitution requires a majority of the body to be present to constitute a quorum.
Can a proxy be used to establish a quorum?
As long as the organization’s bylaws state that a proxy can be used to establish a quorum, it is perfectly acceptable to do so. In this case, the proxy vote only counts to establish the quorum — nothing else.
How BoardEffect can help
Board management systems offer a flexible, convenient and useful mechanism for all variations of board voting. BoardEffect can help you streamline your voting procedures with:
- Dynamic meeting book building that allows agenda items to be added easily with links to supporting documents. Board members can access the meeting materials from their own devices, ensuring they are able to prepare for efficient discussion and move more quickly to voting.
- A centralized, searchable resource library that ensures board members can find relevant materials, both current and historical.
- Survey and polling features that enable digital voting including recording absentions. These can also be used for measuring board member engagement, collecting updated skill sets and identifying areas for succession planning and board training.
Following effective, fair and legal voting procedures is a critical responsibility of the nonprofit board of directors. BoardEffect makes it easy for nonprofit boards to access all the tools they need for good governance. Let us know how we can support your nonprofit board today.
