What is a quorum and why does it matter?
A friend recently described a board meeting when 20 members, who had driven or flown in from distant parts, sat around waiting because they couldn’t take action – they didn’t have a quorum. Eventually one straggler arrived and the meeting could begin.
What is a quorum?
A quorum is the minimum number of voting members who must be present for business to be done. It is one of the most sacrosanct concepts of Robert’s Rules of Order. I hope that the reason is obvious—if a minority commits your organization to take action without the rest of the membership being informed or present, rampant unfairness could result. Robert’s Rules insists on protecting the rights of all.
What size should a quorum be?
When you are thinking about the quorum for your group, it’s important to be realistic. Robert’s Rules of Order says that you should set the quorum at a number of members who could reasonably be expected to show up regularly. The quorum size will vary depending upon the size of your group. Basically, larger groups have smaller quorums, and smaller groups have larger quorums.
Quorum for large membership organization
I had the honor of serving as president of the American Translators Association when there were about 3000 voting members. The quorum was set at either 3% of the voting members or 100 voting members, whichever was smaller. In this example, both numbers are in the same range, since 3% of 3000 is 90.
Quorum for board of directors
The ATA board of directors has 13 voting members, so the quorum is a majority, or seven voting members. The board mentioned in our opening paragraph has 40 members, so the quorum is 21 voting members. For a seven-member board, the quorum is four.
No quorum listed in bylaws?
If the quorum is not specified in the bylaws, a majority of the voting members (more than half or more than 50%) is the quorum. Note that it is incorrect to say “50% plus one.” This would imply the possibility, with an odd-numbered board, of half a person. Unless you’re David Copperfield or a similarly talented magician, this cannot be!
Check your state law about a quorum
It’s important to see what your state law says about quorum. In my own state, for example, the Revised Code of Washington says that the quorum for the board of a nonprofit organization must be at least one-third of the director positions.
What can you do without a quorum?
If your body has met and there is no quorum, you are free to take steps to try to get a quorum. Maybe somebody could call in by telephone, if the bylaws allow. Or maybe you have to go to the bar and wrangle a few folks back to the meeting room (I’m not making this up). You could reschedule the meeting to a future time when you’re more likely to get a quorum.
If you start your meeting with a quorum, and then enough members leave that you lose that quorum, you have also lost your ability to make decisions.
It is fine for your body to engage in social or educational activities without a quorum. You just can’t take any ACTION. Without a quorum, you don’t have a proper meeting and there is no board to act. Don’t ignore this requirement and march on ahead – you could find yourself personally liable for the actions that your rump group took on its own responsibility.
See also these posts about quorum:
Does Robert’s Rules support quorum busting?
We had a quorum at our non profit meeting (7 of 12 Board members). A vote on an item ended up: 2 for, 1 against and 4 abstained. The Chair announced the item passed. Roberts Rules call for a majority. The question is a majority of what: Of the quorum required (4), or just a simple majority of the ayes and nays?
I believe the chair may have been correct but I suggested that at the next meeting we discuss how many affirmative votes we should require for a vote to pass. I suggested 4 as a majority of the quorum but was meet with objections that we can not change Roberts Rules which are adopted in our bylaws. I said I thought we could and was meet with objections that I would be asking next to reset the quorum requirement which is “a hard and fast Robert’s Rule”. For disclosure I was one of the aye vote. A few at the meeting were very vocal about no changes, I suggested we move on, knowing that I still had uncertainty after reading the voting requirements in Roberts Rules as to a majority of what and the ability of a group to set their own standard.
If there are no other requirements, according to Robert’s Rules, a majority means a majority of the votes cast. So in this setting, three votes cast, two in favor, the motion passes. BUT that’s not very good for your organization! To have just two people out of twelve vote in favor is a very weak sign of approval. Some state laws require that a majority of the directors present vote in favor, and we would certainly recommend that you amend your bylaws to set that standard.
Robert’s Rules are merely the foundation on which you build your house. It is fine to set narrower requirements for a vote to pass in your bylaws, and when you do, those requirements have higher standing than Robert’s Rules.
Note that you would have to amend your bylaws – you can’t set up a different requirement for motions to pass in a policy or a vote of the board of directors.
Good luck!
Ann