What Happens if You Don’t Have Quorum at the Beginning of a Meeting?

 

Quorum article from Jim Slaughter, Parliamentarian

Jim Slaughter

Quorum is the minimum number of members who must be present at a meeting to transact business.  The requirement protects the organization by preventing a very small number of members from taking action on behalf of the entire organization.  While there are some exceptions (see below), no motions or votes should occur unless there is a quorum.

What Is the Right Quorum?

Quorum can be an absolute number (“five members of the board”) or a percentage (“20 percent of the votes in the condominium”) and is usually established in the governing documents, such as the constitution or bylaws.  However, quorum is sometimes set by statute for incorporated nonprofits, condos, homeowner associations, and governmental bodies.  Robert’s Rules of Order Newly Revised establishes the following quorums (which would apply if Robert’s is your parliamentary authority and no higher rule or statute applies):

  • For most organizations and boards, a majority of all the members.
  • In conventions, a majority of those who have been registered as attending, which may vary greatly from the delegates appointed or elected.
  • In mass meetings with no established membership, those present.

The best number for meeting quorum varies by organization.  Too high a number can prevent an assembly from transacting business.  On the other hand, too low a number may allow a small, unrepresentative group to act for the entire organization.  According to Robert’s Rules quorum “should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions.”

Be warned that statutes regularly tinker with quorum for nonprofits, governmental bodies, and homeowners and condominium associations. For instance, statutory quorums for nonprofit and community association membership meetings are often quite low, such as 10 or 20 percent. These same statutes regularly provide at membership meetings that once a quorum is present, it remains for the remainder of the meeting, regardless of how many members leave. Some states have provisions for homeowners associations that if a meeting doesn’t have quorum, it can reschedule the meeting for another date where quorum is halved (and the halving continues for each meeting until a quorum is met).

The prohibition on transacting business unless there is a quorum is a serious one.  There seems to be an urban legend that business at meetings can continue without a quorum so long as no one raises the issue.  Not true!  The general rule is that business transacted in the absence of a quorum is null and void.  In fact, members who vote on motions at meetings without a quorum can at times be held personally liable for their actions.  So don’t do it!

What Can Be Done in the Absence of a Quorum?

Under Robert’s Rules (but this could vary by statute), a few procedural steps can be taken in the absence of a quorum, including:

  • Setting a continued meeting through the motion to Fix the Time to Which to Adjourn.
  • Ending the meeting through a motion to Adjourn.
  • Recessing the meeting, in efforts to obtain a quorum.
  • Taking measures to obtain a quorum, such as rounding up members in the hall or contacting members.

If some urgent matter can’t be delayed and must be acted upon, the members proceed at their own risk with the hope that a later meeting with quorum will ratify the action.

Under Robert’s, a meeting at which quorum never appears can still be called to order.  At that point, however, the meeting must either adjourn or address one of the procedural motions allowed in the absence of a quorum listed above.  (While some non-business items such as hearing from a guest speaker may be appropriate, no substantive business should be considered.)  From a bylaws perspective, though, such a short meeting still counts as the organization holding its required meeting.  Robert’s Rules notes that “the inability to transact business does not detract from the fact that the society’s rules requiring the meeting to be held were complied with and the meeting was convened–even though it had to adjourn immediately.”