The Latin meaning of the word quorum is derived from a word that means who. Commercial and not-for-profit entities enjoy a multitude of benefits when they form a board of directors. The main reason for organisations to form a board is to pool the talents of individual directors to make the best overall decisions about the current and future direction of the organisation. That means that the demographic that constitutes the “who” of the decision-makers holds great significance for every organisation. In not following quorum protocol, a few members may become too powerful, creating the risk that decisions may not benefit the good of the whole.
Robert’s Rules sets guidelines for quorums regarding protocols for when a quorum cannot be established, changing bylaws regarding a quorum, and the relevance of giving notice of a meeting where important votes will be taken.
Defining a Quorum
According to Robert’s Rules, the definition of a quorum is the minimum number of voting members who must be present at a properly called meeting in order to conduct business in the name of the group. A quorum should consist of a number that is as large as can be depended upon for being present at all meetings, when the weather is not exceptionally bad.
The definition sounds a little vague. It is! Robert’s Rules developed that definition on purpose to accommodate the diversity of organisations that use parliamentary procedure.
Establishing a Quorum Number or Ratio
In most cases, the by-laws will state the rules for a quorum. In the absence of a stated definition, a simple majority constitutes a quorum.
Whether you are determining a quorum quotient for the first time or redefining the by-laws regarding a quorum, it helps to take a couple of things into consideration.
- Who are most likely the regular board meeting attendees?
- What makes the most sense to achieve decisions that are well-rounded and balanced?
Keeping those primary questions in mind, the quorum can be set as a percentage of membership or a fixed number. So what percentage is a quorum? When setting that ratio or number, bear in mind that the count is taken from the number of voting members who are present. Why is this important? Let’s say that the by-laws state that members may vote by mail or by proxy. At a meeting where a vote will be taken, there aren’t enough members present at the meeting to meet the quorum. No official business can be conducted, even though there are enough votes to meet the quorum, because there aren’t enough members present.
The Absence of a Quorum
It’s rare that a board meeting has perfect attendance at every meeting throughout the year. In light of this, Robert’s Rules designated rules for conducting business in the absence of a quorum. Overall, any business that was transacted without a quorum present is null and void, but there are a few exceptions. They include:
- taking measures to establish a quorum
- fixing the time to adjourn
- to adjourn
- to take recess
There are also a couple of pretty obvious things that can’t be done when a quorum is not present. Present members can’t give unanimous consent nor give notice of another meeting. In either case, there would not be enough members to secure a reasonable vote of the majority.
If a quorum exists at the beginning of a meeting and members leave during the meeting, causing the loss of quorum, the chair should state the loss of quorum before taking any vote. Other members may also make a point of order about the loss of quorum, but only when other members are not speaking.
Changing the Quorum Quotient or Ratio
Members of the board should take note of red flags that indicate that it’s time for a change in the by-laws regarding the stated quorum. Progress and forward movement of an organisation show positive signs of growth, but they can also signal a second look at the quorum quotient section in the by-laws. A good time to review the quorum protocol is at the annual strategic planning meeting, unless something sparks a review before then. Here are a few red flags that trigger a review:
- when a few members become too powerful
- when the needs of the organisation change
- when the organisation goes through a period of growth
Boards should exercise caution regarding how they amend rules for a quorum. The proper way is to strike out certain words or the whole rule, and insert new words or a new rule, and vote on it as one question. The risk in amending the quorum by striking the rule first is that the quorum immediately becomes a majority of all members. For many organisations, it sets a nearly impossible forum for getting a quorum to adopt a new rule.
Role of the Chair
The chair holds an important position with regard to assuring that all votes taken are official. While it’s important for meetings to begin on time, if a quorum is not present at the designated time, the chairman should wait a few minutes to see if enough members arrive to meet the quorum. Members may take the opportunity to contact other members to see if a quorum can be met. If there is no prospect of there being a quorum, the chairman should announce that there is no quorum and no official business will be conducted.
If the chair begins the meeting without a quorum present and a member is speaking on an issue, that member may not be interrupted for the purpose of stating that a quorum is not present. The chair should allow debate to continue and permit a member to raise an announcement about not having a quorum when members are not speaking.
If it becomes apparent that it’s not possible to establish a quorum, the chair may move to adjourn the meeting and reschedule it for another date. This might also signal a response from the chair to encourage voting members to be present at the next meeting. Adjourning the meeting is an especially appropriate step for the chair to take during an annual meeting where important business for the year needs to be transacted, including election of officers.
In the event that no quorum is present, the secretary should reflect in the minutes how many members were present, that a quorum was not achieved and the date and time of the rescheduled meeting. The minutes could also include a statement that non-binding discussions were held.
Following quorum protocols keeps an organisation balanced and democratic. While the board chair holds the primary responsibility for establishing and announcing the existence of a quorum, all board members should hold the chair accountable for adhering to proper parliamentary procedure, as a system of checks and balances.