On Nonprofits ©
January 2006
Defining
Your Quorum
Q:
We are redoing our bylaws and are stuck on the percentage
we should use for defining our quorum.
Is this regulated anywhere?
If not, is there a “best practice?”
A: The State of Florida does not regulate
quorum size. The final
report of the Panel on the Nonprofit Sector – the basis for
legislation recently passed by the Senate Finance Committee
– ignores the issue. And, I know of no percentage that can be identified
as “best practice.” However,
I think there are some very real issues with which an organization
should grapple in order to come up with an appropriate quorum,
and these center around the question “Why?”
Any time you face a change in bylaws I
suggest answering “Why is this issue important?” “Why does this section read as it currently
does?” “Why are we considering
a/this change?” When
looking specifically at the issue of a quorum I think you must
also ask, “Why do we need a quorum in the first place?”
In my mind, a quorum is set to guarantee
that a sufficient number of people vote on your issues. The more people involved in the process the
greater chance that questions will be asked, the status quo
will be challenged, and a diversity of opinions will be raised.
When these three things happen it becomes more likely
that your final decisions will be the best they can be.
Having more people involved also prevents
a small number of perhaps renegade directors – or directors
with a vendetta – from being able to make decisions with which
the majority would not agree.
This can easily happen if your decisions require only
a simple majority of votes and your quorum demands that only
a minimum number of directors be present to vote.
The potential negative impact of low quorums
is magnified with the trend toward smaller boards. Consider a board of 10.* And, let’s say that the board has a quorum of
50%, which is a common percentage.
A vote could be taken with only five people in attendance
(50%) and three people (the majority) could end up deciding
key issues. Conceivably, the remaining seven board members
could disagree with the outcome.
The justification for low quorums is that
so few people come to board meetings, a higher quorum would
prevent the board from accomplishing any work.
I would suggest that if you are concerned about this,
work should be done to increase attendance at board meetings. Directors have a moral obligation to participate
and a legal duty to discharge their duties in good faith. At the very least this implies that they show
up. You serve no one’s
interest – and especially not the organization’s – if you bow
to the lowest common denominator and give people “permission”
not to attend meetings.
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