A quorum is the minimum number of members required to be present at a meeting for an organization to legally transact official business. This procedural requirement protects the entire membership from having important decisions made by a small, unrepresentative minority. Failing to meet this threshold means that any motions passed, votes taken, or contracts approved are typically considered invalid, rendering the meeting non-functional for decision-making. Understanding the rules governing quorum and the immediate consequences of its absence is paramount for any organization that relies on formal meetings.
How Quorum Requirements Are Established
The specific number or percentage required to constitute a quorum is formally defined within an organization’s foundational documents. The primary sources for this requirement are usually the organizational bylaws, constitution, or articles of incorporation. These documents may specify a fixed number of members, a percentage of the total membership, or a combination of both, such as “51% of voting members” or “seven directors.”
In cases where internal governing documents are silent, the default rule is typically established by an adopted standard parliamentary authority, such as Robert’s Rules of Order Newly Revised. Under this authority, the quorum for most organizations is generally a majority of the entire membership. State statutes, particularly those governing non-profit corporations or homeowner associations, may also dictate a minimum quorum number or percentage, which supersedes any conflicting internal rule.
What Happens Immediately When Quorum Is Lacking
When the required number of members is not present, the assembly lacks the authority to conduct official business; no motions can be legally adopted and no votes can be taken. Any substantive action taken in the absence of a quorum is null and void, or at least voidable, meaning it can be legally challenged and overturned later. This procedural invalidity protects the rights of absent members.
The presiding officer should acknowledge the lack of quorum, and all attempts to move forward with the agenda must cease. While the meeting is non-functional for decision-making, members present may still engage in informal discussion, informational presentations, or hear from guest speakers. No official minutes can record the adoption of any motions or resolutions, as the body does not have the power to ratify them.
Limited Actions Permitted Without Quorum
Although the ability to conduct official business is suspended, a few privileged actions are permissible even without a quorum, as they are necessary to address the situation or schedule future business. One permissible action is a motion to take measures to obtain a quorum, such as calling for the attendance of late or absent members. This allows the assembly to try and resolve the attendance issue before ending the meeting.
A temporary recess can also be moved to allow a short break while waiting for additional members to arrive. The members present retain the power to fix the time to which to adjourn, setting the time and date for the next meeting. These exceptions ensure the organization can manage the logistical fallout of failing to meet the minimum attendance threshold.
Formal Procedure for Adjournment and Recess
If efforts to obtain a quorum are unsuccessful, the assembly must formally end the meeting using a specific parliamentary procedure. The motion to Adjourn, when used due to a lack of quorum, is a privileged motion that requires no second, is not debatable, and is adopted without a vote. This formal step ensures the meeting is properly closed.
The failure of quorum must be meticulously documented in the meeting minutes, recording the time the meeting was called to order and the time of the formal adjournment. These minutes confirm that the meeting was held as required by the organization’s rules, even though no business could be transacted. This documentation is important for legal and procedural compliance.
Practical Strategies for Ensuring Future Quorum
Preventing future quorum failures involves implementing proactive strategies focused on improving member attendance and adjusting structural requirements. Issuing attendance reminders well in advance of meetings, and utilizing modern methods like electronic or hybrid attendance options, can significantly increase the likelihood of meeting the required number. Making meetings accessible removes common barriers to participation.
Organizations should review and potentially adjust their bylaws to set a more realistic quorum number if the current requirement is consistently unattainable. While a quorum should be representative, setting the number too high can paralyze decision-making. Utilizing proxy voting, where permitted by the bylaws and state law, provides a mechanism for members to contribute to the quorum count and vote on issues without being physically present.