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 board meeting 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. Only present members count toward establishing quorum.
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 board members present.
A quorum should consist of as many people as can be relied upon to attend all meetings including annual meetings. Since many organizations have more experience running virtual or hybrid meetings, not meeting quorum should be a rare occurrence. If directors join those meetings remotely, whether they count toward quorum depends on your bylaws and statute.
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.”
Not sure what your board’s quorum is? Calculate it free.
Enter your board size and quorum rule, and the free Quorum Calculator returns the exact number you need present for a valid meeting. No sign-up required.
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. For the full breakdown of each rule, with a lookup table by board size, see what percentage is a quorum.
Still tracking quorum across spreadsheets and email threads?
Counting heads across empty seats, remote attendees, and recused directors shouldn’t be a guessing game. Aprio Board Portal tracks attendance and voting in one place, so you know whether you have quorum before the meeting starts.
Quorum requirements by organization type
If your bylaws are silent, the law sets a fallback quorum, and it depends on what kind of organization you are and where you are incorporated. Here are the common statutory defaults. Your own bylaws can usually set a different number within the limits the statute allows.
United States
Canada
Canadian boards have more to weigh here. Quorum under Canadian law walks through the CBCA, CNCA, and the provincial acts, and board quorum by organization type in Canada covers what your specific entity should use.
* These are the general statutory defaults that apply when your bylaws are silent. They are not legal advice and do not replace your own governing statute, articles, or bylaws, which control and can set a different rule. Confirm your organization’s specific quorum requirement, and any conditions on changing it, before relying on these defaults.
Not sure what your number works out to? You can work out your board’s quorum in the calculator, which applies the right default for your entity type and jurisdiction.
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. There is more to it, though: what a board can and cannot do without a quorum covers the valid actions, emergency decisions, and ratifying later.
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
Once the quorum is met, the next step is implementing the agreed board meeting voting protocol to formalize decisions.
Reach quorum and record the vote in one place
Aprio Board Portal confirms attendance, runs online votes, and writes every result to an audit trail. You see who is present, who voted, and how, so quorum and the outcome are documented the moment the motion carries.
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.
With quorum secured and agenda approved, you’re now ready to focus on how to run a board meeting.
Is it legal to break quorum?
“Breaking quorum” is when members deliberately stay away or walk out so the body cannot reach quorum and cannot do business. It is a tactic, not an accident, usually meant to stall a vote the absent members do not want to happen.
For a private board, it is generally legal. There is usually no blanket legal duty to show up, so a director who stays away or walks out is rarely breaking the law. Two things can change that. Directors owe a fiduciary duty of care, and a pattern of deliberately blocking the board from functioning sits uncomfortably against it. Your bylaws may also set attendance requirements or remedies for chronic absence, such as treating repeated unexplained absences as resignation of the seat.
The chair and board still have options. Record that quorum was not reached or was lost, adjourn, and reschedule. Apply any remedy your bylaws set for missed meetings. No valid business can happen, so the agenda waits.
A deliberate walkout is different from an innocent early departure. A director who leaves for a flight or a family matter is not breaking quorum in the tactical sense, even if the effect on the count is the same. Intent is what separates the two, and it can shape how the board responds. For what happens to the meeting once the number drops mid-session, see the “Loss of quorum” section above.
General information, not legal advice. Confirm the current rule against your governing statute and your own bylaws.
Quorum vs. a majority vote: what is the difference?
These two get mixed up constantly. Quorum is about presence: how many members must be there for the meeting to do business at all. A majority, or whatever voting threshold applies, is about the decision: how many must vote yes for a motion to pass once quorum is present. Quorum is the gate that opens the meeting. The voting threshold is the test each motion has to pass.
This is why you can have quorum and still fail a vote. Enough people are in the room for the meeting to be valid, the motion is put forward, and it does not get enough yes votes. The meeting was legitimate. The motion just lost.
Not every decision passes on a simple majority. Some need a higher threshold, such as a supermajority (two-thirds is common) or a special resolution, often for amending bylaws or removing a director. Your bylaws and governing statute say which decisions need more than a plain majority, so check before you assume a close vote carried.
Do conflicted or recused directors count toward quorum?
Generally, yes. A director with a conflict on a particular matter who must recuse from that vote still counts toward quorum. They are in the room, so they count toward whether the meeting can do business. What changes is that they step out of that one vote: no discussion, no ballot on the item where the conflict exists.
Watch for a practical risk. Quorum by bodies in the room can hold while the effective voting quorum collapses. If several directors recuse from the same item, you can have enough people present to meet quorum yet too few eligible voters to carry the motion. Check the eligible-voter count on a conflicted item, not just attendance.
Get your board’s exact quorum number
Enter your board size and quorum rule, and the free Quorum Calculator gives you the exact number you need present, with the statute it is based on. No sign-up required.
Frequently Asked Questions
What is a quorum for a board meeting?
A quorum is the minimum number of board members who must be present at a meeting for business to be legally conducted. Typically, this is a simple majority (more than 50%) of the total board membership, though specific requirements vary by organization bylaws and state law.
What happens if a quorum is not present?
If a quorum is not present, the board cannot legally vote on any motions or conduct official business. The meeting may continue for discussion purposes only, or members can vote to adjourn and reschedule.
Can a quorum be changed?
Yes, quorum requirements can typically be modified by amending the organization’s bylaws, subject to any statutory minimums set by state law. Changes usually require a vote by the full board at a properly convened meeting.
Do abstentions count toward quorum?
Usually yes. A director who is present but abstains from voting still counts toward quorum, because quorum is about attendance, not how someone votes. Confirm your bylaws, since some organizations treat recusals for conflicts of interest differently.
Do ex officio members count toward quorum?
It depends on whether they hold voting rights. Ex officio members with a vote generally count toward quorum, while non-voting ex officio members usually do not. Your bylaws should state whether each ex officio seat is voting or non-voting.
Does the board chair count toward quorum?
Yes. The chair is a board member and counts toward quorum like any other director. The chair also typically confirms quorum is present before business begins and notes when it is lost during a meeting.