What constitutes a quorum?

Derived from the Latin word that means who, a quorum is the minimum required voting power of an organization’s body. These board members must be present in an assembly for the organization to be able to conduct valid business transactions.

Among the responsibilities of the quorum are voting and participating in the decision-making process made during the board meeting. Establishing a quorum is conducted to uphold a fair and transparent decision-making process since members will not be able to act without the agreement of the majority.

A quorum ensures that the majority of the members are present and aware of the recent developments and future direction the organization intends to take. At the same time, it prevents some members from gaining too much power and influence over others. Read below to know more about how to establish a quorum and what to do in the absence of one.

Establishing a Quorum

A quorum refers to the majority of voting board members in an organization. For example, if there are 100 board members, then 51 of them (or 51%) constitute a quorum. However, some laws and organizational bylaws permit as low as one-third of the key players with a vested stake in the organization to be in attendance for the meeting to proceed. Organizations usually have to balance an adequate representation and a reasonable target when deciding on a quorum.

According to California law, a quorum is required only if it is stated in the organization’s governing documents or other provisions of law.

The number of persons that constitute a quorum differs based on the size and framework of the business. Depending on the organization’s structure, the quorum can be a fixed number or a percentage of the members based on the average board meeting attendance. Bear in mind that the quorum stands for the number of voting members present and not votes. Thus, no official decisions can be made if there aren’t enough members present as by-proxy votes are not counted when determining a quorum.

Board members should employ a fair and effective method of voting for the current and future plans of the organization. If the quorum is too low, this may lead to misinformed or deceitful actions taken against the institution. If the quorum is too high, then meetings may frequently be adjourned due to the absence of a quorum. Because of this, an organization should be careful when establishing a quorum in their bylaws to ensure that fair and democratic decisions can be made.

Responsibility of the Chair

The chair is an elected person from the board responsible for setting the direction of the meeting. For a meeting to be conducted successfully, the board chair has to take leadership of the proceedings. He or she must also be an excellent communicator and a competent facilitator of meetings. In addition, the chair should make sure that the agenda for the meeting is thoroughly discussed.

During debates, the chair must also give time for each side to present the pros and cons of their argument. The chair should also be knowledgeable about Robert’s Rules of Order to coordinate with other members about the flow of the meeting. Below are the responsibilities of the chair when determining a quorum.

1. When the meeting starts, the chair should ensure and provide notice that a quorum is achieved. If a quorum is not met, the chair waits for a while to see if other members will arrive to buy enough time. Board members can also reach out to other members to see if they can attend the meeting for the quorum to be met.
2. If the quorum is met, the chair then calls the meeting to order to signal the start of the meeting. If the organization follows Robert’s Rules of Order, another board member will second the motion. The chair then discusses the agenda of the meeting — approved by the board members. Should they have proposed changes to the agenda before the meeting starts, the chair is in charge of coordinating with them.
3. Before proceeding to the discussion, the chair should make sure that the minutes for the previous meeting has been approved. The chair asks the members if they would like to propose any changes. If there is none, then the chair can proceed to start the meeting with a motion.
4. During the discussion proper, the chair is responsible for ensuring that Robert’s Rules of Order are followed and maintained for a just meeting process. Should the quorum be lost during discussions, the chair must declare the absence of a quorum before addressing any voting matter or presenting a motion. In case a member of the board notices the absence of a quorum, the member can also inform the chair.
5. Finally, after concluding the discussions or after the allotted time, the chair can adjourn the meeting. The chair should then inform the members about the schedule for another assembly if a succeeding meeting is needed.

Absence of Quorum

The quorum requirement still persists even in unexpected circumstances, such as bad weather or personal emergencies. All votes and motions made at a board meeting without a quorum must be redone at another meeting with a quorum present. Members who proceed to vote despite the lack of a quorum may be held liable and could face penalties and legal sanctions.

Throughout the duration of the board meeting, the quorum should be maintained at all times. This means members should not merely take attendance and then leave or withdraw from the meeting unless there is still a quorum after they leave.

Robert’s Rules of Order on Quorum states that its purpose is “to protect against totally unrepresentative action in the name of the body by an unduly small number of persons.” Should a quorum be absent, business decisions made during the meeting are considered null and void.

In the absence of a quorum, the remaining members cannot give a unanimous decision on agenda items and actions. Actions done when the quorum has been lost are void and cannot be enforced. These must be communicated and confirmed at the next meeting. However, there are some exceptions to this, namely:

1. To establish a quorum
2. To select the time to adjourn the meeting
3. To adjourn the meeting
4. To take a recess

If the requirement of a quorum is not met, the existing attendees may choose to pursue four courses of action, which are:

1. Reschedule the meeting at a later time.
2. Adjourn the meeting and include the agenda for the succeeding meeting.
3. Take a recess and delay the meeting.
4. Execute a privileged motion for extraordinary circumstances.

Reach Your Meeting Quorum with a Board Meeting Software

To successfully reach a quorum, companies and organizations may use board meeting software, such as Convene, for their assembly. It offers a smart, simple, and secure solution for efficient meetings, in a paperless way. Convene empowers you to do the following to streamline meetings and ensure quorum all throughout:

• Cross-check members’ schedules to find a common time.
• Schedule meetings and invite participants through a technology-based solution.
• Circulate, monitor, and access meeting materials anytime and anywhere.
• Disseminate information and notify last-minute changes.
• Track attendance automatically to see if a quorum has been reached or lost.
• Produce audit reports on attendance to see if the established quorum is reasonable.

Meeting the quorum is an integral part of every organization’s decision-making process. Get started with Convene and learn how it can help you achieve your meeting quorum!