Many people ask about the quorum at a meeting.
A quorum is the minimum number of people who must be present for the meeting to transact any business. The quorum is normally in the constitution of an organisation or sometimes in the By-Laws.
Traditionally it used to be one more than half of the possible membership but as organisations became bigger that became an unworkable number. For instance, if you had a sports club with 300 members, it meant you had to have 151 people at a meeting for it to be able to do anything. It is more common nowadays for a quorum to be a specific number.
One of the first things a person chairing a meeting should do is count to see if there is a quorum. Experienced people will often start their meetings by saying “We have a quorum and so I declare the meeting open”.
If you do not have a quorum there are several things you can do.
1. You can wait for 15 minutes to see if more people arrive.
2. You can just pack up and go home.
3. You can begin discussing things informally and you can even make informal decisions but they cannot be acted upon – yet. If you choose this option then someone should take informal notes of the decision so it can be brought forward at the next meeting when there is a quorum and then it is effectively decided.
The best option is number 3. Since you have some people there, you may as well begin your deliberations on the issues but you must understand that the meeting is not officially running, so you can take no action based on the decisions.
No minutes are kept of meetings which do not have a quorum.
Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. This is not, and should be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.
18 thoughts on “What do you do when there is no quorum”
one potential problem with commencing deliberations with those present – aside from the meeting not having the power to legally effect decisions – is that at a subsequent quorate meeting, those who were not present at the first will not have the benefit of the earlier discussion.
case law has it that decisions of inquorate meetings cannot strictly be ‘ratified’ by a later meeting – they must be made afresh (and it would be useful to have the discussion at that time, when enough people are present).
having said that, the courts have held that third parties may rely on ‘decisions’ made at inquorate meetings where there is a material effect on that third party, provided they were not aware of the irregularity.
I provide secretariat services for a statutory deliberative body, the members of which receive remuneration for attending at meetings (provided they satisfy certain criteria). A question recently arose regarding paying the members who attended at a scheduled meeting that ended up being inquorate. The advice I provided was that as the meeting was inquorate, no remuneration was payable as the meeting did not go ahead (despite those members proceeding to discuss matters informally).
Has anyone encountered any authoritative source on which to base such advice?
What happens if there is no quorum at the next meeting called?
You have a problem,
You could just meet informally.
Or technically you need to wait for a quorum.
I suggest you announce a controversial issue – then you’ll get a quorum.
What next if there are no quorum at 2 consecutive general meetings?
What happens if people intentionally do not attend the meeting with the objective being so there is no quorum. What steps can then be taken?
Hi Liz,
Sadly, there is nothing you can do except maybe find another group to spend your time with. If people are that “bloody minded” then the group probably is the road to ruin anyway unless a new group comes in and sweeps it clean.
If it is an important group to you though, then perhaps you need to seek legal advice if you are an office bearer.
Is there a quorum required for a called meeting and if there is no quorum required, can a vote be taken?
My staff went to a great deal of time and expense to hold a Directors meeting in a remote location. Directors were asked several times to let us know if they were not able to come. Quorum is a majority of the members. We have 8 members, but one is recently deceased and one is on medical leave. That leaves six. In a situation like this can quorum be 4? I ask because, with one member deceased, could 4 be considered quorum. After the staff had already left for the remote location, we learned that one director failed to show up at all and the other did not have the gas to drive the 100 km to the meeting as his remote community was out of fuel. Since everyone had driven so far, we went ahead with the four members present and discussed the items on the agenda. In a situation like this, would 4 members constitute a quorum?
Hi Sally,
The answer is tricky. It depends on your rules and how they define members. If members are the people currently serving as director, then in your case that is 6, if you assume the medical leave person is not serving and that could be a moot point. But in that case then 4 could be the quorum.
If however, your rules say that members are the total number of directors whether currently filled or not, then your quorum is 5.
What is more likely though, is that your rules are silent on the issue. So in that case (and this is not legal opinion remember) most organisations would regard the current membership as 7, by not counting the deceased member, which would make the quorum 4.
So if you adopt that interpretation, then you are OK. The best thing to do, is to put that interpretation to the next meeting and get agreement, and that would generally make the meeting “quorate”.
The basis for holding effective meetings starts way before the notification goes out.
You appoint people and EVALUATE an individual’s continued eligibility based on their ability to perform the role. So a dead person or one signed off sick cannot be expected to show up for a meeting. if you know someone has died and another is sick your ‘keeper of good governance’ I.e. the board secretary should advise the chair to confirm what is the board membership and hence quorum BEFORE planning meetings so you are clear how many you need to do the work of that management committee.
If people consistently are no shows, even with apologies, then it is perfectly fair and in fact the mark of a good chairman to gently challenge the individual to consider their continued position. the chair should take this into consideration in the annual evaluation of performance of the board anyway. there are exceptions eg a new joiner may need to wind down another prior commitment but may still have some dates they committed to long before they joined your board. in that case they would have up to but no more than one annual cycle of meetings to square that away. After which if they keep sending apologies because of meeting clash the chair should require them to make a choice (which they seem to have been making anyway!) and the organisation should work through the process to seek and squire a replacement board member.
For meetings that are properly called with adequate advance notification there is nothing like a quick ring round a few days before to confirm numbers. I think there are amazing things that can get messages and responses sent instantaneously – oh, yes, email and SMS texts.
If people are deliberately frustrating the ability of the organisation to make timely and informed decisions by deliberately staying away, then the chair should do the process and invite them to tender resignations or should seek removal of the board members as they are not acting on the best interest of the organisation.
as to the idea that there are two consecutive non quorate meetings suffered, then the committee members should be informed that when the third meeting date is agreed and formal notification is sent out, then that called meeting WILL go ahead irrespective of numbers and will be taken as quorate for the purpose of decisions made. the items on that agenda however should be the same as on the previous two meetings called and as a safeguard only the priority, time dependent items should be covered so that the time spent is focused and to the point.
Please Note: I accept no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this comment. This is not, and should be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.
Our organization is supposed to have 28 voting members, but we virtually never have a quorum. 1) This has gone on for over a year and therefore elections have not been possible. The current officers have agreed to continue in their positions, until a quorum is possible. We are trying to decide how to deal with this issue. Should we give notice that our next meeting will include an election and that if no quorum is present then a quorum of those voting members present at that meeting will be used (rather than a quorum of the 28 members)?
2)If we continue to fail to reach a quorum, what would be the appropriate process to end the organization or reorganize it along with it’s bylaws?
22 March 18
What happens when a majority faction of Board continue to boycott meetings resulting in breaking the required quorum?
1. Do the company lawyers. organise an Administrator to take over?
2. Does the club lose its right to be incorporated?
3. Can the minority faction appoint general members to take their seats on a temporary basis?.
4. Can the absent chairman, returns to the meetings and presume to take on the position of an administrator?
how do you wind up an organisation when winding up of the organisation does not have anything int constitution?
A meeting is called to order with the necessary quorem, THEN during the meeting, people which made up the necessary quorem left the meeting leaving less than a quorem. Can motions be voted on without their continued presence/vote?
If the body chair appoints committee members, and a few members are absent from a committee meeting denying a quorum, can we create a rule that states: “In the absence of quorum, the Chair can appoint Committee members, whose commission expires at the end of the meeting.”?
Hello Jay,
This is a legal question more than a “meeting protocol” question.
I suggest you seek legal advice.