A while ago another consultant on the East Coast of Canada emailed me with a question “What should I advise my client about handling the minutes of a meeting that failed to have a quorum of directors present?”
I assumed that there was not much one could say other than “no quorum, no meeting”. After some research and reflection however, I now believe there is much more that can be said.
I know from conversations over the years that many boards struggle with getting quorum at directors meetings and at annual general meetings. So, here are what I think are four key questions:
- How can one avoid the problem of not achieving a quorum of directors?
- What can the directors who are present do when they do not have quorum
- How do we ensure a quorum of members shows up for the AGM?
- Should we amend our quorum rules to make them less stringent?
I did respond to my colleague’s inquiry and thanked her. This post is a longer version of my response.
Before tackling these questions, what is actually meant by the term “quorum”?
Turning to Wikipedia, a “quorum’ is the minimum number of members of a deliberative body that must be present to conduct the business of that group”. According to Robert’s Rules, having a quorum is protection against minority rule within the group.1 As readers of my blog will know, I am not a devotee of Robert’s Rules but here certainly they make sense.2
Where quorum is concerned it is all about the voting members or voting directors present. Meeting guests, ex officio, staff and non-voting persons, are not part of the count. No surprises here.
For most incorporated non-profits the requirement for a quorum at meetings, both membership meetings and board meetings, is specified in their bylaws. This means that it is a requirement that has some legal force over the conduct of the organization, certainly so if someone complains about matters of process. To ignore quorum rules is an invitation to greater difficulties.
Some complications
What is seldom discussed is when is quorum is to be counted in a meeting, Some sources say is that it is the number of voting directors present when the meeting begins, when it is time for the “call to order” in Robert’s Rules parlance. The suggestion here is of course that directors could leave the meeting anytime after, but could not join the meeting later to make quorum when a decision is before the group.
Other sources suggest that if someone leaves the meeting and quorum is lost, the meeting must be suspended. Add in the matter of someone recusing themselves because of a conflict of interest and the idea of quorum gets even more complicated.3
So, should a meeting that unexpectedly fails to meet quorum go ahead following the agenda anyway? The short answer is no. What if quorum is achieved by someone arriving late? Robert’s Rules and sometimes one’s own bylaws would say too bad, the opportunity to proceed with the agenda is lost. I suspect there are lots of situations where a board will put off a decision until later in the meeting in the knowledge that someone is on the way.
I am not a stickler for rules that exist because “thats the way we have always done things”. But I am a stickler about sloppiness in what is a democratic process. Boards that struggle with quorum would do well to better articulate their own rules on their meetings proceeding in a short policy or when amending the bylaws.
Before I go any further, I need to remind the reader that “achieving quorum” means one has met the minimum requirements in cultivating commitment to, and interest in, what one’s organization does. Always having quorum is not a badge of honour.
Now to the four questions….
1. How can one avoid the problem of not achieving a quorum of directors?
Is your quorum problem a surprise event or a re-occurring one?
The sudden occurrence of a insufficient number of voting directors might suggest merely that there is no expectation that people send their regrets to the chair or secretary in the event they realize they cannot attend. This would seem an easy matter to remedy, perhaps with just a friendly reminder.
But there is more to be considered if your board meetings are frequently unable to meet quorum or, if they do have quorum, it is usually just one director over the minimum number required. Maybe the numbers are close because it is the same people who consistently show up and the same people who do not. If this is the case then several “difficult conversations” may be needed, one-on-one certainly. Most boards have attendance rules that can be applied to its directors.
A persistent case of lack of a quorum often points to a more fundamental problem or set of problems with one’s board, how it understands its role and how its conducts its meetings. Missing from its practice may be:
- An board recruitment process that involves a real conversation that seeks to match candidate and board expectations
- Board orientation for new directors
- Clearly articulated board member responsibilities
- An understanding of the board’s role in the achieving the mission of the organization
- An annual board calendar or map of the boards work ahead
- Attention to good board meeting planning
- An engaged and effective board chair
I have posts on most of these topics and so will not go into them here.4 I will say though that if having a quorum is important for a particular meeting because there is a timely matter to be dealt with, every board member should have been made aware of it in advance. To discover after arriving at the meeting that there is a critical decision needed suggests bigger leadership problems, certainly a lack of trust.
2. What can the directors who are present do when they do not have quorum?
The options available to a board that does not have enough directors to meet quorum are the following
- Reschedule the meeting
- Cancel the meeting
- Do something else
- Finesse the situation
Reschedule
The first option depends on how important the meeting is, or was to be. If there are important things to get done or decision to be made, rescheduling makes sense. If there was a critical matter before board and everyone knew this beforehand and still there were not enough directors present then the failure get a quorum must have been a fluke. Hopefully there are not other reasons.
Also, if you are a board that has its work plan set out for the year, and it is a plan dependent on all your meetings, then rescheduling is probably necessary unless it is possible double up the work at the next regular meeting, in part by extending the meeting time.
Rescheduling should be somewhat easy since all the preparation work and material for it have already gone out, What will be required will be some checking on people’s schedules and maybe some gentle urging, Hopefully the board chair will take on a piece of this work.
If you opt to double up the meeting with the next one, then some agenda re-planning will be necessary.
Cancel the meeting
For many boards missing a regular meeting would not be the end of world. Lots of board meetings follow a routine agenda and report approvals are not critical decision matters that must be made every month. So, and do not like saying it, cancelling a board meeting is often not a big deal.5.
A board should not feel obliged to meet month in and month out (often 10 times a year) as is common practice. Boards that meet quarterly are in a different position; lots more can happen to an organization over a three-month period.
Cancelling is a reasonable option too when the relevant operational reports are already in directors’ hands. The board has been informed about key matters and, as is often the case, all is well. There are no consequences, legal or otherwise, to cancelling a routine board meeting.
A final thought here. In the event there is a cancellation, especially one due to a lack of quorum, the Board chair should apologize to the executive director and to any others who have prepared for and set the time aside for the meeting.
Do something else
If a board meeting cannot proceed and nothing can be decided is there something else can be done by those who have shown up?
Well there may be something on the agenda that could benefit from more discussion than would have been possible had the meeting gone ahead on multiple items. One could even take some notes of the conversation on that topic to provide as background for the whole board at the next meeting.
By the way, this was the board minutes solution my consulting colleague ended up recommended to the group she was advising. Notes of the discussion by the small director group were brought to the next board meeting and appended to the minutes.
Maybe those present could have a discussion about a board level topic not on the agenda. Maybe the topic is improving attendance like “beyond meeting meeting quorum”. Having an annual board calendar means that lots of board topics ought to be on the radar. I would be careful about using the moment as an opportunity for the group to give advice to the executive director or for the executive director to seek some. It would be better used as an opportunity for some board-level reflection.
Finesse the situation
I read on a condominium resource site, one that I cannot now find, that if the board fails to have quorum, a couple of people should go around and knock on the absent directors’ doors. It is not so easy with a community non-profit.
The term finesse has several meanings, one is to skilfully handle a delicate situation, another is to inject some trickery into the play, as in a card game.
Should a board, faced with a critical and urgent decision but being one or two directors short of a quorum, have the meeting anyway? Might it invite the directors not present to weigh in afterwards with a visit, a phone or video call and, once their views and vote have been taken into account, complete the minutes to reflect the decision made by a quorum of directors?
Boards should be very careful here to avoid gaming governance. If an important board decision is urgently needed, no quorum is present, and one’s bylaws are open to some interpretation on when “quorum” is in effect, it would seem to me that one could consider:
- A conversation after the meeting with all the directors not present to secure their “vote”. That conversation must fully inform them of the considerations raised by the directors who were present and capture any additional views.
- The resulting board minutes should be fully transparent in disclosing the board’s departure from normal practice
I admit I am uncomfortable with this option, although not the two points of advice associated with it. A vote, by e-mail for example, without the opportunity for real deliberation by all on the board could be legally suspect. This is a related situation. That a board would get itself in this position, the need to decide on an unanticipated and urgent matter, suggests the need for some reckoning. Rescheduling the meeting ASAP seems to me to be a better option.
Some readers will no doubt object to my “opening the door” on this at all. But as most of us know, “things” happen.
3. How can we insure a quorum of members shows up for the AGM?
The non-profits I know vary in the importance they assign to their annual general meetings. For some the AGM is an important element in their accountability and community building efforts. For others it is merely a perfunctory exercise that fulfils the requirements in their bylaws. I hasten to add that some organizations pay lots of attention to accountability and community building, but do not look to their AGM as a key means of doing this.
The importance of an AGM often hinges on a non-profit’s membership model, a model usually described in the group’s bylaws. Typical membership structures, with the pros and cons of each, are outlined in this recent piece from Nonprofit Law Ontario.
Generally speaking the requirements of an AGM agenda are fixed and report focused. They too are often prescribed in one’s bylaws. Other than the election of a board of directors there is usually little to attract members to an AGM. Changes in the organization’s bylaws, often the other reason a quorum is important, are seldom a draw. However, add in some social networking time, snacks and guest speaker or panel discussion and it can be.6
Without some AGM planning and promotion, ensuring that there is quorum present can be challenging. What else could you do?
4. Should we amend our quorum requirements?
An easy way to fix the “we cannot get quorum” problem might be to lower the quorum requirements. This is simple answer, democracy not withstanding. There are some legitimate cases for change. I will start with the board.
Board meetings
A case for lowering one’s board meeting quorum requirement ought not be tied to poor attendance.
However, boards nowadays tend to have between 8 and 12 voting directors, The expected quorum would be half plus one in the case of an even number of directors, or an actual majority in the case of an odd number of directors.7
But what if one’s bylaws specify that the maximum number of director on the board is “up to14”, but only 9 positions are filled? It is not good for the bylaws to state the actual number that constitutes quorum. A quorum for 14 directors would be 8 but in the case of they’re being only 9 elected directors, the majority number would be 5. The bylaws should be amended to indicate a “majority of directors”.
Members’ Meeting
Identifying what the quorum should be for an AGM or other membership meeting is really a question of judgement, perhaps even of one’s organizational values.
Where a percentage of directors is the approach to quorum when it comes to the board or directors meetings, an actual number is probably better to use for an AGM. How many members should and can your board draw to the AGM? Are you going to put some effort into getting members out?
If your non-profit is really a membership organization and the members have a direct stake in its work then a quorum that is more than symbolic may be desirable. Local business associations, ratepayers groups and professional or licencing bodies come to mind.
Symbolically though I like the number 25. It is a figure that is probably double the size of the board. This means that AGM motions, if there is any difference of opinion, cannot be carried by just the directors present. If your organization’s members are really effectively the current board, some past board members and perhaps the staff, a smaller quorum is probably reasonable. A quorum of 15 members may a large enough group for such a non-profit to proceed with the meeting.
It is reasonable to expect that the quorum requirement for annual general meetings or membership meetings might be something to look at and might change over time. Perhaps community interest in the work of the organization is not as energetic as it was when the organization was founded. A smaller quorum might be considered. Alternatively, the membership model on which the organization operates could have become more, not less robust. A larger quorum than originally anticipated might be the direction to take.
Is it time to revisit your meeting quorum rules?
I expect this post will be of greater value to non-profits that have experienced quorum problems than it will to those who have not. But do not look to changing meeting quorum requirements if the problem is really lack of commitment, understanding and shared expectations.
Remember, the requirement for quorum is some protection against totally unrepresentative action by a group by a small number of persons. It constitutes a measure of accountability. Hopefully most non-profits will not look solely to board meetings or members meeting to exercise this larger responsibility.
Endnotes
1. Robert, Henry M., Robert’s Rules of Order Newly Revised, (11th edition) 2011, p.21. Cited on Wikipedia
2.A non-profit is not bound to operate according to Roberts Rules or equivalent procedures unless the bylaws they have adopted state so. They seldom do. Non-profit boards certainly are free to create their own rules and adopt them as a matter of policy. See my February 2017 post Do We Need a Motion For That?
3. An interesting piece from 2012 is Quorum and Conflict of Interest How Does That Work from Nelligan Law, the website of the Ottawa firm Nelligan, Obrien Payne LLP
4. I have several posts relevant to good practices that can help address board meeting quorum problems. They include Repurposed Board Meetings , Refurbishing Your Chair, Board Orientation Rejigged and most recently, Old Business-New Business
5. The frequency of regular board business meetings is a topic I have written about. For example see my 2017 piece Repurposed Meetings. A recent post by Joan Garry Your Monthly Board Meeting is a Waste of Time, Heres Why is worth a read too
6.For non-profits that want to inject greater interest and energy into their AGM see this February 2017 post by Kira Page” “How to Make Your AGM Great, Not Just Necessary from the Quebec-based Centre for Community Organizatons, COCo
7. There has been some research on voting preferences where a board has an odd or even numbers of directors. One of my first posts from 2013 is on this topic. Is Your Board Somewhat Odd