What is a quorum?

The definition of a quorum

A quorum is the minimum number of voting members needed for a committee or board to conduct business in an official capacity. When a meeting has a quorum, this means the number of people needed for valid decisions to be made are present.

Derived from the Latin word ‘of whom’, a quorum prevents any committee or board members from gaining too much power and influence over others. It also helps to ensure those people in attendance are sufficient to make decisions about the current and future direction of an organisation.

A quorum is used in UK Parliament to set a minimum number of MPs or members of the House of Lords needed for a voting committee to be valid. Quorums are also required for different types of businesses.

Robert’s Rules is a set of guidelines that defines what constitutes a quorum and the importance of giving notice of a meeting where important votes are taken.

How to set up a quorum?

When you are looking to establish a quorum, this needs to be a minimum number of voting members from a board or committee.

When deciding on a quorum, boards need to balance adequate representation with a practical target.

Board members should agree a fair and effective method of voting for both the current and future plans of an organisation. If the quorum is too low, this could lead to misinformed or unrepresentative actions being taken by an organisation.

However, if a quorum is set too high, then meetings might have to be adjourned because it’s unlikely there will be enough members in regular attendance. Therefore, organisations should be careful when establishing a quorum to ensure there are enough board members present for fair and valid decisions to be made.

Best practices for setting up a quorum

It’s important that the agreed number isn’t so small that it does not accurately represent all the board or committee members, but not so large that it becomes difficult to legally hold a meeting.

The quorum number should be representative of board members in a decision-making role. For example, a company with 10 board members could have a quorum of six board members.

Meetings and decision-making processes are valid when a quorum is met, and agenda items can be voted on and handled.

To ensure a quorum can be achieved:

• Give meeting attendees plenty of notice. This includes using email calendars and sending invitations well in advance of the meeting day.
• Choose days and times that work for members. Take a survey of board members to ascertain what works well for them.
• Set recurring meeting times. This ensures members keep to a specific day and time, preventing double bookings. For example, board meetings could be held on the first Tuesday of every month.
• Evaluate the frequency of meetings. Board or committee members are less likely to attend if meetings are too frequent.
• Consider flexible attendance options. Some board members might not be able to attend in person, but they could still be part of a quorum with flexible attendance options via telephone or online.

Can a quorum be changed?

A good time to review an organisation’s quorum procedure is at its annual meeting – as quorum requirements are typically in an organisation’s constitutional documents which can only be changed by a shareholder vote. However, boards should exercise caution if they seek to amend these rules.

By following proper procedures, a board can remain balanced and democratic. Any votes and motions made at a board meeting without a quorum must be redone at another meeting where the quorum requirements have been met.

The quorum should be maintained throughout a board meeting. Members should not attend and then leave the meeting, unless the quorum is present after they leave.

Robert’s Rules say a quorum’s 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 a meeting are considered null and void.

In the absence of a quorum or if the quorum requirement is not met, members can choose to:

• Adjourn the meeting
• Reschedule the meeting
• Take a break and delay the meeting
• Agree to a privileged motion. Privileged motions relate to matters of such urgent importance that they temporarily supersede pending business.

Robert’s Rules provides a blueprint which organisations can use to form their quorum. Remember, a quorum is the minimum number of people required to hold meetings or make valid decisions during company meetings.

Related resources and courses

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