Quorum Explained: Definition, Best Practices, and Meeting Tips

What Is a Quorum?

A quorum is the minimum number of people an organization requires for official meetings to be valid, reflecting proper representation in decision-making. By understanding quorum requirements, businesses can foster robust governance and efficient meetings. Strategies like clear scheduling and flexible attendance options help maintain quorum, ensuring crucial decisions are not delayed.

How Does a Quorum Function Within Organizations?

Since there is no strict number that constitutes a quorum, best practices suggest a quorum is established as a simple majority of members within an organization. It is also possible to outline a hard number in the by-laws of a company, in which case it overrides the simple majority if that number is larger. The quorum should not be so small that it lacks representation, nor so large that meetings become difficult to hold.

Regardless, the quorum number should be representative of members in a decision-making role. If, for example, a company has ten board members, a quorum could be a simple majority of six board members rather than 51% of every shareholder in the company.

Effective Strategies for Meeting Quorum Requirements

Meetings work best when a quorum is met, allowing for efficient voting on agenda items. There are several ways a governing body can ensure quorum is met:

• Provide enough notice to attendees. This includes leveraging e-mail calendars and sending invitations well in advance of the meeting day.
• Choose times and days that work for members. This means surveying members, considering competing activities, and coordinating schedules.
• Set recurring meeting times. In time, members become more likely to recognize to hold that specific time and not double-book themselves. For example, a board that meets the second Wednesday every month should become a routine day to hold.
• Send personal reminders. In advance of meeting times, send personal notes and e-mails reminding others of the meeting and motivating others to attend.
• Evaluate meeting frequency. Members may skip meetings if they feel overwhelmed or if meetings are too frequent. Scale back meetings and use time efficiently.
• Be flexible with attendance options. Some bylaws may state that calling in via phone or video conferencing still constitute as eligible attendance. While some members may not be able to attend in person, they may still contribute to quorum given flexible attendance options.
• Investigate poor attendance. Some members may not fulfill their duties by skipping meetings. Encourage participation and talk directly to those not meeting expectations.

Handling Situations When Quorum Is Not Achieved

 "Robert's Rules of Order" established quorum guidelines to protect organizations from decisions made by a few uninformed or dishonest people. However, when a quorum is not met during a meeting, the existing attendees are allowed to conduct up to four actions on behalf of the company.

1. Adjust the Meeting Time. When a quorum is not met, attendees of a meeting can adjust the established time for the meeting's adjournment. Doing so allows the company and its members to reschedule the existing meeting to a later date when more people can attend.
2. Adjourn and Push Agenda. The existing attendees can simply adjourn the meeting and try again at an upcoming meeting that is already scheduled. This occurs if there were regularly scheduled budget meetings, for example, and the posed budgeting decision is not time-sensitive.
3. Recess and Delay. The least painful action is a simple recess in which the existing members of a meeting pause for a break in the hopes additional members show or are rounded up. This normally happens if some members leave on their own for a break and a quorum is not met mid-meeting or if there is a known temporary delay of other members.
4. Enact a Privileged Motion. A privileged motion can be called under special circumstances where additional measures can be taken to establish a quorum. A committee can be formed, for example, to call absent members.

Real-Life Quorum Examples in Business

Microsoft's Quorum

Microsoft (MSFT) has established quorum rules for its shareholders and board of directors. The bylaws state the shareholders' quorum is the majority of shares entitled to vote on a matter. Generally, when voting, whatever the majority of the quorum votes for is approved.

For the Board, a quorum is a majority of its members. When present, they may decide on questions unless restricted by the bylaws. If quorum isn't met, the present members can adjourn the meeting.

Apple's Quorum

Concerning its shareholders, Apple (AAPL) defines its quorum as the majority shareholders in attendance, in person or by proxy, who are entitled to vote on related matters. Shareholders can transact business when a quorum is present until adjourned. If during that meeting, there are no longer enough shareholders to constitute a quorum, the meeting may continue and decisions can stand if approved by a majority of the shares required for the quorum.

Apple's quorum of Directors is the majority of the authorized number of directors. Decisions made by a majority of the directors when a quorum is present are approved. Transactions may continue when the quorum is initially present but later dismissed if the majority of the quorum approves. The meeting may be adjourned by the majority of directors present even if the quorum is not.

The Bottom Line

A quorum ensures that enough members are present to make legitimate decisions during company meetings, typically requiring a majority of the organization's members. Properly defining a quorum is crucial—it must be large enough to fairly represent the organization's interests but not so large as to impede decision-making. Companies often use Robert's Rules of Order as a guide to establish effective quorum practices and maintain a balance that enables smooth and inclusive governance. Understanding and achieving a quorum helps companies avoid gridlock and continue effective operations.