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 the number of board members that 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. Since many organizations have more experience running virtual or hybrid meetings, 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 of the board could decide to meet at an inconvenient time and vote to assign significant power over the organization’s finances or mission.
What constitutes a quorum?
The specific number or percentage for establishing a quorum is usually outlined in an organization’s bylaws or governing documents. This can be a fixed number, a percentage of total membership or a combination of both. For instance, a quorum might be defined as “51% of voting members” or “7 board members, including at least 2 officers.”
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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.
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.
What percentage is a quorum?
While the percentage that constitutes a quorum varies by organization. Common practices include:
- Simple majority: Often defined as more than 50% of voting members.
- State law requirements: Some states mandate minimum percentages, often around one-third for nonprofits.
- Custom percentages: Organizations can set their own bylaws, such as 51% (simple majority), 60%, 66.67% (two-thirds) or 75%.
- Fixed numbers: Some opt for a specific number rather than a percentage.
- Graduated quorums: Different percentages for different types of decisions.
When determining a quorum percentage, organizations should take into account several factors including:
- The size of the board or membership
- Historical attendance patterns
- The importance of decisions typically made
- The geographical distribution of members and the frequency of meetings.
The goal is to strike a balance between ensuring adequate representation and maintaining operational efficiency. Also, be sure to periodically review the established quorum percentage to ensure it continues to meet the organization’s needs over time. This regular assessment helps maintain effective governance and decision-making processes.
What is a quorum in government?
In government settings, a quorum refers to the minimum number of legislators or members required to be present for a legislative body to conduct official business and make valid decisions. This concept applies at various levels of government, from local city councils to national parliaments.
For example, in the United States Congress, the Constitution specifies that a majority of each chamber (51 in the Senate, 218 in the House of Representatives) constitutes a quorum. State legislatures and local governments often have similar requirements, typically defined in their constitutions or charters.
The purpose of a quorum in government is 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.
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 an absence of a quorum before a vote is taken, or another motion is presented if they know there is no longer a quorum. And if a lack of quorum is 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
To ensure that quorums are frequently reached, the board must instill a focus on decision-making and leadership.
We recommend:
- Providing members with enough advanced notice to schedule essential meetings
- Scheduling a meeting when the majority of members can attend
- Sending personal meeting reminders and motivating members to attend
- 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.
Is the meeting time inconvenient? Consider adjusting the meeting time to better accommodate board members’ schedules. A survey of members’ preferences can help identify optimal times that work for the majority.
Are meetings properly 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.
Boost quorum success with the help of a board portal
There should be a quorum at every meeting, particularly when the board or company needs to make important decisions. Many organizations are turning to a digital solution such as Aprio’s board portal software to facilitate consistent quorums.
Aprio can improve meeting attendance and participation with features such as:
- Easy scheduling and calendar integration including automated reminders
- Virtual attendance options
- Secure access to meeting materials
- Online voting capabilities
Consider exploring how board meeting software could benefit your organization and help improve quorum consistency for your meetings. With the right tools in place, you can focus on what truly matters – making informed decisions that drive your organization forward – even when faced with busy schedules or geographical constraints.
Get in touch with us to learn more about how Aprio portal software can help improve quorum for your board meetings.
