Determining the quorum for electronic vote

[Guest Daniela]

Often, we have to post votes via an electronic platform without holding an actual meeting. How do we determine the quorum in this case? For example, in this scenario, is a quorum 50%+1 of the BoD members, or 50%+1 of those voting?

[Josh Martin]

On 3/13/2023 at 10:15 AM, Guest Daniela said:

Often, we have to post votes via an electronic platform without holding an actual meeting. How do we determine the quorum in this case?  For example, in this scenario, is a quorum 50%+1 of the BoD members, or 50%+1 of those voting?

The term "quorum" refers to the minimum number of members who must be "present" in order to conduct business. As such, this term has no meaningful application in a situation where votes are conducted "via an electronic platform without holding an actual meeting."

Notwithstanding this, it is not unusual for organizations to provide in its rules that a certain number of board members must in some manner "participate" in the vote in order for the vote to be valid. This is a rough equivalent to a quorum for such cases, and sometimes the word "quorum" is used in this connection, even although this term is not really accurate for these situations. RONR does not have a provision like this, but as noted, many organizations do.

Whether there is a "quorum" at all for votes taken by these means and, if so, what that "quorum" is and how a "quorum" is determined for votes taken by these means, is ultimately a question to be answered by your organization's own rules, and possibly applicable law.

I will say, however, that I certainly do not think the "quorum" is "50%+1 of those voting," because that would defeat the point of having a "quorum" at all.

I also wonder if, perhaps, there is confusion here between the quorum (the minimum number of members who must be present in order to conduct business) and the threshold for adopting a motion. The latter of these generally is a majority of the members voting.

Finally, I would note that "50%+1" is not an accurate shorthand for "majority," despite its unfortunately widespread use. A majority is simply "more than half." Actually running the calculation of "50%+1" yields a slightly different number.

Edited March 13, 2023 at 05:17 PM by Josh Martin