by Jor-El Godsey, Heartbeat International Vice President
From On the LeaderBoard | Volume 1, Issue 3
Imagine a Board with 100 members. How long would their discussions last? Sound far-fetched? Actually, using a precise number for quorum in your by-laws like 51% can only apply when there are exactly 100 members. So a quorum of 51% would be only 51 Board members.
According to Article XI, Roberts Rules of Orders, “A Quorum of an assembly is such a number as must be present in order that business can be legally transacted.”
Generally, the specific quorum number for your organization is defined in your by laws. The simplest phrase that accomplishes this is majority which means more than half. Even “50% +1” is not helpful here as it is only true for even numbers, but false for odd numbers because odd numbers.
Your definition of membership, as defined in your by-laws, may play a role in your Board meetings. If your membership in effect is not confined to the number of Board members, your actual quorum number may be larger than you think.
Once a quorum at a meeting has been established, it only continues to function appropriately as long as the number for quorum is maintained. If the Board meeting starts with a bare minimum for quorum and a Board member leaves the meeting (for any reason), then quorum no longer exists and no business can be legally transacted. Be careful with this in counting the executive director (ED) for quorum.
As an “ex-officio” member of the Board, an ED has the same right and responsibility as a Board member. (See OTLB Volume 1, Issue 1.)
For example, if the ED was counted to establish quorum and then is later excused for Board discussion pertaining to her salary, the Board loses its quorum.
“While a quorum is competent to transact any business, it is usually not expedient to transact important business unless there is a fair attendance at the meeting, or else previous notice of such action has been given.” This valuable warning is right from the same Roberts Rules of Order, Article XI. Just because we can transact important business with a less-than-full Board doesn’t mean that we should. A simple majority of Board members (if that is the quorum in the by laws) on a large Board can allow for big decisions to be made by a relatively small group.
The wise Board will establish a quorum that expects an appropriate number of Board members to be present to best serve the mission and the ministry.