Board Quorum

Does your organization ever have issues meeting quorum?

Do your board members understand the importance of having quorum?

Quorum is the minimum number of board members that must be in attendance to vote on official business.  An organization’s bylaws state the number of members that must be present to constitute quorum and can vary from organization to organization.  It is common for quorum to be a majority of board members or 51% of total current board members.

The board is ultimately responsible for the nonprofit organization and providing oversight; however, only the board as a whole can act.  Individual board members cannot make decisions without the full board’s approval.  Quorum ensures that decisions are not being made by only a few individuals.

Occasionally failing to meet quorum is probably not an issue but if the board repeatedly does not have enough board members in attendance to meet quorum, there could be issues.  The organization should determine the reason for the lack of attendance.  Merely changing what constitutes quorum is probably not the best answer.  Are there too many meetings?  Do the meeting times conflict with board members’ schedules?  Or are board members not making their responsibilities to the organization a priority?  It may be time to remind your board members of their duties and the importance of attendance.

Posted by: Carrie Minnich, CPA