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.
* While I wouldn’t recommend it, most states mandate a minimum of only three board members, which is the same minimum recommended in the final report of the Panel on the Nonprofit Sector.