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What is a quorum for a nonprofit board?

Mahesh Murthy, FounderMeetings

A quorum is the minimum number of directors present for the board to act. Bylaws set it within state limits. The rules in CA, NY, TX and FL.

A quorum is the minimum number of directors who must be present for the board to act. Your bylaws set it. Your state's nonprofit law supplies a default when the bylaws are silent and, in every state covered below, a floor the quorum can't go under. Without a quorum the board can talk but can't decide.

This is general information, not legal advice. Your bylaws and your state's law decide what applies to your board.

What a quorum is

A quorum counts the directors present at a properly called meeting against the size of the board. It doesn't count votes. Once a quorum is present, a majority of the directors present decides for the board in California, Texas and Florida, unless the governing documents require more. A twelve-member board with a quorum of seven can pass a motion four votes to three if seven are in the room.

A director who abstains still counts toward the quorum. If a director leaves, the board may no longer have a quorum.

What state law says

In the four states below and the District of Columbia, a majority of the board is the default, the governing documents can change it, and the statute sets a floor.

California

"A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business." The bylaws can lower it, but not below one-fifth of the authorized number or two directors, whichever is larger.

The count is against authorized seats, so a board with three vacancies still needs a majority of the full number. The articles or bylaws can also require particular directors to be present, as long as that seat being empty can't stop the organization from doing business.

A meeting that starts with a quorum can keep acting after directors leave, if each action is approved by at least a majority of the required quorum. Directors on the phone or on video count as present when everyone can hear one another (Corp. Code §5211(a)(6), (7) and (8)).

New York

"A majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business," unless a greater proportion is required. The certificate or bylaws can set a lower one. For a board of fifteen or fewer it must be at least one-third of the entire board. For a larger board it must be at least five members, plus one for every ten members, or part of ten, above fifteen (N-PCL §707).

Phone and video attendance counts as presence when everyone can hear each other and each director can take part in every matter, unless the certificate or bylaws restrict it (N-PCL §708(c)).

Texas

A quorum "is the lesser of" a majority of the number of directors set by the bylaws, or failing that the certificate of formation, or "any number, not less than three, set as a quorum by the certificate of formation or bylaws."

A director present by proxy doesn't count toward the quorum, even though Texas lets the certificate or bylaws allow directors to vote by proxy. With a quorum, a majority of the directors present, in person or by proxy, decides unless the governing documents require more (Tex. Bus. Orgs. Code §22.213 to §22.215).

Florida

Unless the articles or bylaws require a different number, a quorum "consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws." The articles of incorporation may authorize a quorum below a majority, but "no fewer than one-third" of the prescribed number. Directors under 18 don't count toward it. With a quorum, a majority of the directors present decides unless the articles or bylaws require more (Fla. Stat. §617.0824).

District of Columbia

The default is a majority of the directors in office. The bylaws can lower it to one-third of the board, but never to fewer than two directors, and directors can't vote by proxy (LawHelp DC).

If your state isn't here, check its statute for whether the majority is of authorized seats or of directors in office, and for how low the quorum may go.

What your bylaws decide

Within the statute's limits, your bylaws can:

  1. Set the number, above or below a majority. In Florida, only the articles can set it below a majority.
  2. Say what it is a majority of. "Directors then in office" and "authorized number of directors" give different answers whenever there is a vacancy.
  3. Require particular people to be present, where the statute allows it, as California's does.
  4. Say whether phone and video attendance counts.

Counting quorum in practice

  1. Know the number before the meeting. Write it on the agenda: "Quorum: 7 of 13."
  2. Collect RSVPs early. You can usually see a quorum problem coming days ahead, if you ask. Don't count a director until they have said yes.
  3. Record it in the minutes. Say who was present and that a quorum was present.
  4. Don't count proxies toward quorum. California and D.C. don't let directors vote by proxy at all, and Texas doesn't count a proxy toward the quorum.
  5. If you lose quorum partway through, stop taking votes once anyone notices, unless your statute lets the meeting continue, as California's does within limits.
  6. If a quorum never arrives, the directors present can adjourn to another time. California requires notice to the absent directors when the adjournment is longer than 24 hours. Anything else they decide doesn't bind the board unless a later meeting with a quorum ratifies it. Not everything can be ratified, so ask counsel before relying on that.

For what to do on the night, see What happens when a board meeting has no quorum?

How Karma Compass handles this

Karma Compass collects RSVPs from a link in each director's email and shows, from the replies, whether the meeting is on track for a quorum. That is part of the Free plan.

On the Pro plan, a playbook can check three days before each meeting whether enough directors have said yes, and flag it while there is still time to follow up. On Pro you can also upload your bylaws once and ask what they say about quorum. The answer cites the page.

See how the board packet and RSVPs work in Karma Compass

Sources

Questions this post answers

  • What is a quorum for a nonprofit board?

    It is the minimum number of directors who must be present at a properly called meeting for the board to take binding action. The bylaws set it, within limits in your state's nonprofit law.

  • Is a quorum a majority of the board?

    That is the default in California, New York, Texas, Florida and D.C. The governing documents can lower it to a floor the statute sets, such as one-fifth or two directors in California and one-third for a New York board of fifteen or fewer.

  • Can directors count toward a quorum by phone or video?

    California and New York both say yes, when everyone can hear one another. Check your own statute, and have your bylaws say the same.

  • Do proxies count toward a quorum?

    Not in California, Texas or D.C. Texas says a director present by proxy isn't counted toward a quorum, and California and D.C. don't let directors vote by proxy at all.

  • What can the board do without a quorum?

    The directors present can adjourn to another time. Anything else they decide doesn't bind the board unless a later meeting with a quorum ratifies it, and not everything can be ratified. This is general information, not legal advice.

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