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Quorum Voting


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Our bylaws under title "Quorum" states that a minimum of 25 members shall constitute a quorum for the conduct of any business of the Association.  


Silly questions, but does this mean anything, even like voting on something simple like what type of food the members need to bring for the next meeting or voting on an Officer of the Month (not a BOD, but an actual Officer)?

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The quorum requirement (the number of members who must be present if you want to do anything substantive) has noting to do with the voting requirement.


As long as a quorum is present, a vote of 1-0 is sufficient to adopt most motions.


So as long as you've got 25 members present, 24 members could abstain (i.e. not vote) and one member could adopt the motion. Or defeat it.

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You can legitimately do four things in the absence of a quorum:


1.  Recess

2.  Take steps to obtain a quorum (e.g., calling people on the phone to get themselves to the meeting)

3.  Adjourn

4.  Fix the time to which to adjourn (set an adjourned meeting for, say, the next night or the next week).


If you take any other action in the absence of a quorum, you do so at your own risk, as it is not an official act of the society.   Those members voting to take the action could be held personally responsible if it costs the society money.   However, action taken in the absence of a quorum, if otherwise appropriate, can be ratified at a later meeting at which a quorum is present.


Emergency action is sometimes taken without a quorum being present in the hopes that the action will be ratified at the next meeting.   But, if the society refuses to ratify it, you're in a pickle.

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So I need advise. How can anything get done if there is very rarely a quorum.  Is the proper procedure to call the meeting to order, establish there isn't a quorum and then adjourn the meeting until the next month in hopes of getting one then? Also, does that mean the BOD really is unable to do anything?  I don't mean to sound like a dunce but I really am trying to understand how we can move forward as an organization.  Our bylaws state that the BOD has the right to have general supervision of the affairs between meetings and make recommendations to the membership. Does that mean we actually have our hands tied because we can't get a quorum and we shouldn't be conducting ANY business.  The BOD also has the right to make expenditures up to $500 without membership approval.  If we can't get a quorum to approve an event should we not spend anything for these events that they have historically done (without quorums) for the past 9 years.  I don't want to get into trouble or do the wrong thing.  I guess I really need advice.  Who would I go to locally for advice like this?     


Section 1. Number of Directors 
The Association will be managed by a Board of Directors (the “Board”), whose number is five (5) 
but which number may be increased or decreased from time to time by a resolution adopted by 
the affirmative vote of the Board. 
Section 2. Powers and Duties 
Except as otherwise provided by law; the Articles of Incorporation; or the Bylaws of the 
Association;, all of the authority of the Association and its government and management shall 
be exercised by the Board of Directors. The Board of Directors shall have general supervision of 
the affairs of the Association between its business meetings, fix the hour and place of meetings, 
make recommendations to the Membership, and shall perform such other duties as are 
specified in these bylaws and consistent with the Articles of Incorporation. The Board may 
solicit funds for specific Association purposes.
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I'm not confused about that part of the requirements.  I would love to have them amend the bylaws to reduce the number to meet a quorum but I've always read this section of our bylaws to mean we have to have 2/3 affirmative from the entire Association.  We have 97 members or which 39 are lifetime members and of those 26 I've never seen nor has anyone else in 5 years. So I always thought we'd have to have to have 66 affirmatives to change the quorum count.  Or I really as clueless as I feel?



At any meeting of the Board of Directors, Directors by simple majority may vote to propose a change in these Bylaws. Proposed amendments shall be mailed to all Members of the 
Association at least 14 days prior to the meeting at which they will be considered. Provided the Membership meets quorum requirements, these Bylaws may be amended at any regular or 
special meeting of the Association by an affirmative two-thirds vote cast either in person, by mail or by proxy.
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I've always read this section of our bylaws to mean we have to have 2/3 affirmative from the entire Association. 


It looks like you need a two-thirds vote to amend your bylaws. That means, as long as a quorum is present, you'll need at least twice as many "yes" votes as "no" votes. A vote of 1-0 would do the trick

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That is good news.  Now it is starting to make sense, I hope.  Because the Annual Budget is passed by the members at the Annual meeting and that is what the BOD operates under for any expenditures under the $500 we should be good.  We just need to get the quorum down so we can get something done.  I feel a little better now, thanks! I will get this down yet.

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Guest Bill McElrath

When you have a 5 member board and 3 members are present at the beginning of the meeting, a quorum  is present and is deemed present throughout the meeting.  What happens when one member leaves?  Is a quorum still deemed present?

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