Nonprofit Board Action without Quorum

[Mike Burns]

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.)