GNH Community

nonprofits,local leaders & Grt.New Haven business sharing information

Nonprofit Board Action without Quorum

When it comes to a nonprofit board's taking action (aka voting), numbers often matter. Most often a board's by-laws instruct how many board members need be present and what portion of that number needs to vote positively on an item.

I'm working with a team right now to update the organization's by-laws and during this process we came upon two questions: what happens when there is no quorum and equally important, what happens when quorum is lost during or more likely, toward the end of the meeting?

In my experience, most boards do not take action on items needing action until a quorum is reached. Often enough, as members leave the meeting, thus actually changing whether there is a quorum, the board just proceeds without noting the departures but applies the same rules the bylaws specify regarding what % of those present voting yes means a decision has been reached (positively and negatively).

After research from one of our team, it turns out that basically, if practicing using Roberts Rules of Order or as otherwise specified in the bylaws,once quorum has been lost, business decisions (action/voting) can no longer be made in the meeting.

Here's one source that clarifies Roberts Rules:

present at a meeting to transact business. While there are some exceptions (see below), no motions or votes should occur unless there is a quorum. As a result, if quorum is lost in a meeting without a statute or rule to the contrary, business stops.
Robert’s Rules Quorum Steps

For organizations that follow RONR due to statute or governing documents (such as some governmental bodies, homeowner and condominium associations, and nonprofits), there are several procedural steps that can be taken even 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. 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!

For organizations governed by state statutes (incorporated nonprofits, community associations, governmental bodies), the answer can be more complicated. For instance, the model acts for nonprofits, condominiums, community associations, and planned communities all provide that if a quorum is present at the beginning of a membership meeting, the quorum remains regardless of how many members leave. So, you could end up with only a few remaining members at the end of a meeting making decisions for the entire organization. There are both news accounts and lawsuits of such instances, with the general rule being that if you don’t want a small group of others to make decisions on your behalf, don’t leave the meeting! The rule is generally the opposite for board meetings, where a quorum must generally be present at all times during the meeting.
How to Raise the Issue of a Lost Quorum

In organizations that require a quorum at all times, what is the process for raising the issue that it has been lost? Under most parliamentary procedure manuals, the absence of a quorum is brought to the attention of the chair through a Point of Order (“I believe we no longer have a quorum”) or a question to the chair (“Do we still have a quorum?”). Even if no one raises the issue, the presiding officer has an obligation to make certain that enough members are present for a valid meeting. At the point where it is realized there is no quorum, business (other than the procedural motions discussed above) stops. A guest speaker or announcements might be allowed, but no further votes should be taken. In larger bodies, because no one knows exactly when the quorum was lost, Robert’s Rules of Order provides that prior action is still valid. However, when it can be shown that a quorum was missing for a prior vote by “clear and convincing proof” (such as the record of a roll call listing everyone present at the meeting at that moment), even past actions can be challenged. (For more details on the process, check out the “Quorum” chapter ofNotes and Comments on Robert’s Rules, Fourth Edition, or pages 96-98 of The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track.)

Views: 21


You need to be a member of GNH Community to add comments!

Join GNH Community

Now available in multiple languages

Welcome (Bienvenido, Benvenuto, Powitanie, Bonjour! Willkomme,歡迎, ברוךהבא أهلا وسهلا, Bonvenon) to GNH Community

traducción, traduzione, tłumaczenie, traduction, Übersetzung, 翻译, תרגום أهلا ترجمة, traduko


Imagine. Inform. Invest. Inspire.

Working together to build a stronger community - now and forever



Neighborhoods: What is Working

Open Street Project

An Open Streets Family Reunion: Reflections from the 2018 Open Streets Summit

By Ryan O’Connor, Director of Programs, 8 80 Cities Recently 8 80 Cities wrote a blog post about open streets being a labour of love. That being the case, the 2018 Open Streets Summit in New Orleans felt like a family reunion of sorts. It was rejuvenating to see old and new friends who share our passion for open streets and are working tirelessly to create healthier, happier, and more connected communities across the world. The event, which took place on September 15-16, brought together more than 50 leaders who currently organize open streets programs or are interested in bringing the...

The post An Open Streets Family Reunion: Reflections from the 2018 Open Streets Summit appeared first on Open Streets Project.

Open Streets Summit Draft Agenda

We hope you are getting ready and feel excited about the Open Streets Summit in Gretna/New Orleans! Taking place from September 15-16, 2018, the Summit will feature tours, presentations and networking opportunities with open streets champions and organizers from across the continent. Attendees will learn about the nuts and bolts of starting or scaling up open streets programs, including: Route design and planning Partnerships with business and officials Social inclusion Safety and logistics Marketing and promotion Program evaluation through measurable goals and metrics If you haven’t done it yet, click here to register for the Open Streets Summit only or...

The post Open Streets Summit Draft Agenda appeared first on Open Streets Project.

Open Streets Summit Speakers Announced!

The Open Streets Project is proud to announce that Ed Solis from Viva Calle (San Jose, CA), Romel Pascual from CicLAvia (Los Angeles, CA), Jaymie Santiago and Charles Brown from New Brunswick Ciclovia will join us as speakers for the 2018 Open Streets Summit in New Orleans and Gretna! Taking place from September 15-16 2018, the Summit will feature: Behind the scenes tour of the City of Gretna’s inaugural open streets program. Workshops, presentations, and networking opportunities with open streets champions and organizers from across the continent. Training and inspiration for both -novice and experienced- open streets organizers and supporters...

The post Open Streets Summit Speakers Announced! appeared first on Open Streets Project.

Local Initiatives Support Corporation

New Grant Program Aims to Expand Quality Education in OZs

LISC and the Walton Family Foundation have launched a new grant program to help charter school operators open facilities in Opportunity Zones and other under-capitalized communities. Applications are available beginning October 1.

Seeing Rural America Through a Clearer Lens

In an interview with Shelterforce editor Miriam Axel-Lute, Jim King of FAHE in Appalachia and Bill Bynum of HOPE in the Mississippi Delta, two longtime LISC partners, discuss the challenge of persistent poverty in rural communities. Investing in rural areas—and dispelling stereotypes about them—they argue, is critical for the health of the entire country.

The Warmth of Family, the Taste of Mexico

We launch our celebration of Hispanic Heritage Month this year with the story of the Villegas family, owners of Los Originales Tacos Árabes de Puebla in Boyle Heights, Los Angeles. Natives of Puebla, Mexico, Merced and Alfredo Villegas run one of the city’s most beloved food trucks, and are emblematic of Hispanic immigrants to the U.S. who have not only enriched the cultural, social—and culinary—terrain of this country, but stoke the economy through their energetic entrepreneurship, creativity and resilience. (All photos courtesy of Inclusive Action for the City.)

© 2019   Created by Lee Cruz.   Powered by

Badges  |  Report an Issue  |  Terms of Service