Almost anyone can define the basic parliamentary procedure concept of “quorum” – the number of members needed at a meeting to take valid action. Dig a little deeper in Robert’s Rules, though, and you’ll find some common misconceptions that actually put the actions of boards and organizations at risk of inefficiency and legal challenge.
Myth 1: A Large Quorum Is Best Practice
Well-meaning members often advocate for a large quorum, hoping to prevent a group from taking action without a representative cohort of members. But a large quorum does more than prevent some action, it often prevents any action. Many a group has set a large quorum, only to become frustrated at the rare presence of enough members to get anything done. And nobody’s got time to burn. We meet to get things done.
So, your group’s quorum should be an accurate reflection of the number of people you can reasonably expect to attend a regular meeting. Don’t make quorum the number of people you wish would attend or you hope will attend. Make it the number of people that actually attend even when it’s hard to get to the meeting.
In general, most large organizations don’t need a quorum that’s any higher than 10 percent. Shockingly small, right? You’d be surprised. Many large groups struggle to meet a quorum that’s much higher than 10 percent. Smaller groups, including boards and committees, and perhaps certain types of organizations (such as a church) may want (and be able to tolerate) a higher threshold.
Of course, when setting (or changing) your quorum requirements, make sure you check your state’s laws to be sure you’re in compliance with any statutory provisions. Be aware that state laws sometimes have different quorum requirements for directors’ meetings versus general membership meetings. Also check your bylaws. The existing quorum requirement is likely noted there, and making any adjustments will require a bylaws amendment.
Myth 2: Quorums Never Disappear
Once a quorum, always a quorum, right? Wrong. If the chair knows that a quorum is no longer present (some members left for lunch, or some got tired of the long business meeting!), he/she must announce that fact before taking a vote or presenting another motion for discussion. Members who notice that a quorum is gone, can (and should) raise a point of order to that effect.
It’s true that once the chair confirms the existence of a quorum at the meeting’s start, the ongoing presence of a quorum is assumed until the chair or a member notices otherwise. But this presumption doesn’t give the chair or members license to ignore the obvious and continue taking action without the required number of members.
What are your options if your numbers drop?
Keep reading . . . .
Myth 3: A Group Can’t Do Anything without a Quorum
No quorum doesn’t have to mean no progress. But according to Robert’s Rules, without a quorum, a group cannot take any substantive action or give notice, even with a unanimous vote of those who are still there. But here are some of the things a group can do even sans quorum:
Call the Meeting to Order – Calling the meeting to order, even without a quorum, says, “We did have a meeting. We complied with our bylaws requiring that we meet X times per year.” This helps you stay off the hook from accusations that you failed to meet.
Discuss Topics Informally – Use the time to talk through relevant issues and questions. Even without an official motion, you can build consensus and gain clarity that will save time when those topics are presented for a vote.
Continue the Meeting – If business must be done before the next regularly scheduled business meeting, simply move to continue the current meeting to a specific date and time in the future. The continued meeting is just that – an extension of the current meeting. It isn’t a separate, special meeting that requires notice. But it’ll give you a chance to re-group at a later date and get enough people in the room again to finish what you started.
Myth 4: Enforcing Actions Taken without a Quorum is Easy
Plain and simple, actions taken without a quorum are void and unenforceable. You might take an action and then try to follow up with ratification at the next meeting. But that’s risky. At the next meeting, the group has no obligation to ratify something that happened when there was no quorum. If you presume all will be well, you’re opening up yourself and your group to potential liability. Don’t.
In sum, determine the best quorum number for your group and abide by it. If you don’t have a quorum at a meeting, do what you can to move the group forward, but wait to take any substantive action.