What is a quorum in a board meeting? | Aprio
February 3, 2022
Florian Mukuta

What is a quorum in a board meeting?

It’s no wonder that the word “quorum” is derived from a Latin phrase meaning “who.”

A quorum is defined as an “acceptable level of people who have a stake in the organization who are present at a meeting to make the proceedings valid for the purposes of the organization.”

Essentially, quorums ensure the board has enough representation at meetings before making any changes or decisions.

When a board of directors consists of individual members pooling their talents to decide on its current and future course, following quorum protocol is important! It ensures quorum members don’t become too privileged and cause decisions that are not in the organization’s best interests. 

Have questions about quorum requirements, how quorums are set, and how to reach a quorum effectively at your next meeting? We’re here to answer your questions!

What is a board quorum?

Robert’s Rules define a quorum as the minimum number of members required to conduct business at a properly called meeting. A quorum must be present before any business can be transacted legally at a meeting. 

Your bylaws should state what constitutes a quorum and how many board members constitute a quorum. If there is no quorum present, any quorum vote or decision made in a meeting must be brought up for a vote again in the event of a quorum. No quorum means the board chair must set a new meeting date and release those present.

A quorum should consist of as many people as can be relied upon to attend all meetings. Especially now, since many organizations have virtual or hybrid meeting options, not meeting quorum should be a rare occurrence.

Are quorums necessary?

Yes! While board members are trusted advisors, this does not mean only a few board members should ever be in charge of making significant decisions that could alter an organization’s entire course and purpose. 

Without quorums, a few members could decide to meet at an inconvenient time and vote to assign significant power over the organization’s finances or mission. 

What are quorum requirements?

For a shareholder meeting to be valid, most shareholders must attend, typically the majority of those eligible to vote. Directors are typically required to be present at a board meeting or execute written resolutions if all directors are not present.

How are quorums set?

This is a frequently asked question by many organizations, how do you determine whether a quorum is present? This can be achieved by checking the laws in your state to find out what the minimum requirement is for your organization’s quorum, which is usually defined in your bylaws. 

State laws generally define quorums as requiring a majority of voting board members, although some states allow for quorums as low as one-third. In addition, these laws will contain other relevant information, such as whether proxy votes or delegations of voting authority are permitted.

While you should aim to set a quorum that reflects the entire board, some boards choose a high number, such as 100 percent, to ensure full participation. In many cases, this backfires, and boards find that quorum is never reached. Depending on your organization, you will need to decide whether full representation is necessary and realistic. 

Loss of quorum

It is essential to recognize that once a quorum is reached for a meeting, it is possible to be “lost” if a member needs to leave. 

Chairs are required to announce that there is no longer a quorum before a vote is taken, or another motion is presented if they know there is no longer a quorum.  And if a quorum is no longer present, a member can advise the chair that such is the case.

One of the board chair’s responsibilities is to ensure a quorum at the beginning of the meeting, and the chair assumes quorum until the quorum is lost.  In this case, the same rules apply once they have noticed the quorum has been lost. 

Quorum-less actions are void and cannot be enforced.  In some cases, groups can take action on an item and then ratify it at the next meeting. However, this is not a guarantee.  It is unnecessary for the members at the next meeting to confirm anything that occurred without a quorum.

Quorums should focus on leadership and on decision-making 

Quorum can be determined by a percentage of members or by using a fixed number, depending on what works for your organization.  There is no perfect formula or number to use, although sometimes by-laws or legislation specify what should be used. 

To ensure that quorums are frequently reached, the board must instill a focus on decision-making and leadership. We recommend:

  1. Providing members enough advanced notice to schedule essential meetings 
  2. Scheduling a meeting when the majority of members can attend
  3. Sending personal meeting reminders and motivating members to attend 
  4. Allow members to participate without attending by providing proxy forms

How to reach a quorum effectively 

One of the most important responsibilities when serving on a board is attending meetings. Board members can miss a few meetings here and there, but chronic absenteeism must be addressed. If quorums are consistently hard to reach, it affects the entire board (not just one of the ones who are missing the meetings).

Find out what is causing members to miss meetings:

Are board members not prioritizing meetings? Therefore, focusing on how poor attendance hurts the organization and the duty of care might be an excellent way to improve attendance. The quorum of some boards may be lowered to reduce absenteeism. Ultimately, unless your quorum was 100% attendance, this approach attempts to address a negative situation with a negative solution, thus sending the wrong message to members about the importance of attending meetings. Try encouraging members to participate in meetings in a more positive way.

Are meetings improperly structured? The board might benefit from scaling back its meeting frequency if it considers its workload and current structure. While it is typically better for board members to attend meetings in person, allowing them to attend virtually via phone or webcam may allow for further flexibility in the event of some unforeseen circumstances, such as unplanned business travel or inclement weather.

There should be a quorum at every meeting

This is especially true for meetings where the board or company is making decisions. 

By using a digital solution such as Aprio’s board portal software, board members and general members will be able to ensure quorums at meetings by making meeting attendance easier.

Book a demo to learn more about how Aprio can help improve quorum for your board meetings

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