What happens when a board meeting has no quorum?

Without a quorum, your board can't make decisions. A vote taken anyway doesn't bind the organization unless a later meeting with a quorum ratifies it. You can still talk things through informally, set a date to reconvene, and try to get the missing directors on the phone. Everything that needs a vote waits for a meeting where enough directors are present.

This is general information, not legal advice. Your bylaws and your state's nonprofit law set the actual rules.

What you can still do that night

If your bylaws adopt Robert's Rules, a meeting without a quorum can do four things: set the time for an adjourned meeting, adjourn, take a recess, or take steps to get a quorum, such as calling the directors who haven't arrived.

Here is what I'd do.

1. Give it a few minutes and call or text the directors who are missing. If your bylaws allow directors to join by phone or video, one call can settle it.
2. If you still don't have the number, say so out loud and have the secretary note the time.
3. If people want to stay, go through the reports as an informal briefing. Directors can ask questions. Nobody makes a motion.
4. Before people leave, agree on a date to reconvene and who will confirm attendance.

If you lose quorum partway through

The treasurer leaves at 7:40 and you are down to four of nine.

Robert's Rules treats a quorum as still present until the chair or a member points out that it isn't. Once someone notices, the board has to stop taking votes. Your bylaws or state law may be stricter and require a quorum at the moment of each vote, so check. Decisions made earlier in the meeting, while a quorum was in the room, stand.

So the chair's job is to watch the count. If a director says they need to leave early, move the items that need a vote to the top of the agenda.

What to write in the minutes

Keep it short and factual.

• Who was present and who was absent
• That a quorum was not present, or the time it was lost
• That no action was taken
• The date the board agreed to reconvene

Do not record a "sense of the board" vote as if it were a decision.

Fixing it at the next meeting

Bring every postponed item back to a meeting with a quorum and vote on it there.

If someone had to act in the meantime, for example signing a lease renewal that could not wait, the board can vote to ratify that action at the next proper meeting. C. Alan Jennings, a professional parliamentarian, notes that an unratified action may not bind the organization, and the people who took it may be responsible for it themselves. Ratification isn't available for everything, so check with counsel before relying on it for anything large.

Is it the meeting or the board?

If you miss quorum more than once, look at these.

• Your number. Bylaws written for a board of fifteen may ask for a quorum the current board of seven can barely reach. Changing it takes a bylaws amendment, and state law may set a floor on how low it can go, so check yours.
• Seats that are filled on paper only. A director who hasn't come in a year still counts when you work out how many people make a quorum.
• How you find out who is coming. If the first time you count is at the start of the meeting, it is often too late to fix.

How Karma Compass helps

Karma Compass collects RSVPs by email and shows, from the replies, whether you're on track for a quorum before the meeting starts. Directors answer from a link in the invitation, with no account or password. That is part of the Free plan.

On the Pro plan, a playbook can warn you before the meeting when too few people have said they are coming.

See what each plan includes

Sources

• Frequently asked questions about Robert's Rules: the official Robert's Rules site, question 3, on when a quorum is presumed to continue and the rule against doing business without one.
• Robert's Rules for defining a quorum: C. Alan Jennings, PRP, on the four things a meeting can do without a quorum and on ratifying action afterward.