What is a quorum in a meeting?

Where the number comes from

Most groups set their own quorum, usually as a specific number of members or a percentage of the membership. It's written in the bylaws or charter, within any limits the law sets.

Boards of directors, committees, legislatures and shareholder meetings commonly have quorum rules. Check your own bylaws before the meeting, because the number differs from one organization to the next.

A quick example

Say a nine-member board's bylaws set the quorum at five. If six directors join, the board can vote on the budget. If only four join, it can't act on the budget, even if all four support it.

Under Robert's Rules of Order, the board also can't fix this by asking absent directors to approve separately. Approval collected one by one outside a meeting is not valid board approval.

Robert's Rules are default rules, though. They apply only when no law, bylaw or special rule of order says otherwise. The law that governs your organization, or your bylaws, may allow other procedures, so check them.

What happens if people leave

A quorum isn't guaranteed for the whole meeting just because it was there at the start. Robert's Rules says it is presumed to continue only until someone points out that it's gone.

When that happens:

• The chair should say so before taking any vote or stating any new motion.
• Any member who notices can raise a point of order when no one else is speaking.
• Debate on a pending question may continue, but no substantive business can be transacted.
• Earlier votes usually stand. They can be invalidated only with clear and convincing proof that no quorum was present when they were taken.

Who counts toward it

Members must be present to count. Ex-officio members, who sit on a board or committee because of another office they hold, have the same right to vote as other members.

Robert's Rules lists two cases where they still don't count toward the quorum. One is a president made an ex-officio member of all committees by the bylaws. The other is an outsider, such as a state governor on a private college board.

Quorum in video meetings

Robert's Rules allows board meetings by video or phone only if the bylaws authorize them. Everyone participating must be able to hear each other at the same time.

The group should also adopt rules for how it determines a quorum online, along with how members get the floor and how votes are taken and verified.

Record it in the minutes

Because a vote without a quorum can be challenged later, note in the minutes that a quorum was present and who attended. If members leave partway through, record when, so it's clear which decisions had a quorum behind them.