How to Determine a Quorum

Last Updated: January 10, 2020 References Approved

A quorum is a term that defines the minimum number of people required for an assembly or organization to conduct business.^{[1]
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Research source} It allows people to ensure that financial and legal decisions are always reviewed and voted on by a good percentage of the members. Although a quorum can be a majority, it is defined according to the needs of the organization, and is often written in the organizational by-laws.

Method 1

Method 1 of 2:

Determining a Quorum as Majority

1
Determine what number represents a majority in your organization. A simple majority is the best way to determine a quorum if you don’t have a certain number already listed in the by-laws. Find out the total membership of your organization, and then divide that number in such a way as to have one number greater than the other by one.
- For example, if you have a board of eight members, a majority would be five, while the minority would be three. Therefore, in this example you would need five people to have a quorum.^{[2]
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2
Determine the number of board members or organizational members in official decision-making positions. In law, a quorum would more specifically need to be composed of those who are capable of making decisions for the organization. If your organization has members who are not in decision-making roles, you will need to find a majority of decision-making members only.
- An organization that has only one decision-making member can still have a quorum, but in this case they are a quorum of one.^{[3]
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3
Determine a quorum by majority if no other rule exists. If your organization has a rule that determines a quorum as something other than a majority and that rule is taken out of the by-laws, quorum is determined by a majority. Majority determines quorum until a new by-law is accepted.^{[4]
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Method 2

Method 2 of 2:

Determining a Quorum For By-laws

1
Decide on the largest number of members that can be expected to attend meetings. At this point, you should use your experience with previous meetings to determine both the number of people you can expect and how many people you want to be involved in financial and institutional decisions. This process will help you determine the by-law for quorum.
- For example, you may find that three people show up to any given meeting, even if you have an eight-person board. In this case, you may overrule your majority quorum in favor of a three-person quorum.
- If your number of board members is flexible or changes frequently, consider using a percentage of board members present, rather than a set number.
2
Vote on the number required for a quorum, so that you can place it in the by-laws. Ask the Secretary to write up the number required for a quorum. Give every member of the organization and opportunity to weigh in on the change before the vote.^{[5]
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- Before the vote, give the members of the organization the proposed amendment to the quorum by-law in writing, as well as the existing by-law for quorum.
- Additionally, prior to the vote, provide the by-law as it will read once it is adopted.
- A two-thirds majority is needed for the vote to pass.
3
Adopt or reconsider the amendment to the by-laws. Once the vote has been taken for the amendment to your by-laws, if it passes, it is adopted and cannot be reconsidered. However, if the vote fails, the vote can be reconsidered.^{[6]
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- Send out the new, updated by-laws to members of the organization and the state and federal organizations that require copies of your by-laws.
- Remind people that any meeting that does not have a quorum will not be able to do legal business.

Expert Q&A

Question

How do we determine 2/3 of a quorum on a ten person board?

Barzin Barry Sabahat, JD
Attorney at Law
Barry Sabahat, Esq. has been practicing law in California since 1993. He received his JD from Western State University College of Law in 1992. His current practice is based in the San Francisco Bay Area and focuses on Estate Planning, Transactional Law and drunk driving cases.

Barzin Barry Sabahat, JD

Attorney at Law

Expert Answer

You would need to have at least seven votes for a quorum in this situation. A quorum is present when the number of votes available meet at least the minimum number set forth in the bylaws. Since there is no such thing as a "fraction" vote, sometimes the number ends up being more than the minimum number. In your specific example, since there is no such thing as 6.6666 votes, the minimum number to meet quorum in a ten vote situation is seven votes (or seven people if each person has one vote).
Question

Can a vote be passed with a quorum?

Barzin Barry Sabahat, JD
Attorney at Law
Barry Sabahat, Esq. has been practicing law in California since 1993. He received his JD from Western State University College of Law in 1992. His current practice is based in the San Francisco Bay Area and focuses on Estate Planning, Transactional Law and drunk driving cases.

Barzin Barry Sabahat, JD

Attorney at Law

Expert Answer

The function of the quorum is to allow the vote to take place. That is why some politicians who know a bill would pass, will not attend a vote to prevent to vote to be taken. Once the quorum is met, the bylaws mandate what percentage constitutes a passing vote, be it majority or super-majority.
Question

What is the quorum for a 7-member board?

Community Answer

Four for a majority quorum, or whatever is specified in your constitution or by-laws. The latter takes precedence.