Make it Easier to Meet Quorum
Non-profits are legal entities, governed by a board of directors. The decisions a board makes, happen at board meetings. Decisions might be simple, such as approving the agenda, or complex, such as deciding employee wages. To prevent a splinter group of board members from meeting privately and making their own private decisions, there are rules that guide how board decisions are made. One of those rules is called quorum.
Quorum is the minimum number of board members who must be present at a legally called board meeting for the meeting to proceed. If quorum is not met, the decisions at the meeting are considered invalid.
When a non-profit is first formed, the founding members will determine how many board members will need to be present at a legally called board meeting, for quorum to be met. That decision will be recorded in the bylaws and will guide future board meetings.
As a non-profit ages, the nuances around the culture of a board of directors will ebb and flow based on who holds the positions. There may be a mix of people where some have very flexible schedules and can attend board meetings pretty much at any time, while others may have very strict schedules and must know the dates of board meetings well in advance so they can plan to attend.
If the board is filled with more people who have very flexible schedules, it might be easier to meet quorum for a meeting. Alternately, if the board is filled with more people who have very strict schedules, it might be much harder to meet quorum.
There are two steps a non-profit can take to make it easier to meet quorum.
The board can try to recruit more board members with flexible schedules to make it easier to meet quorum. While that sounds like an easy fix, it might, in fact, backfire, because board members will be recruited for reasons that have nothing to do with the mission of the organization. Board members are more often recruited because they represent the members, clients, or stakeholders the non-profit serves.
A better solution is to take the time to move the rule for quorum from the bylaws to the board’s own governing policies, allowing the board to make changes whenever needed. This is a longer process, because bylaws can only be changed at a meeting of the members, typically the annual general meeting, which happens once a year. It may take a bit of patience to wait until the annual meeting, but it will also provide for time for a thoughtfully crafted rationale to be written.
Once the rule pertaining to quorum is moved out of the bylaws to the board’s own governing policies, the board will have the authority to change the rules for quorum, as needed. For example, if the board has members with very flexible schedules, it might keep quorum numbers high. If the board has members with very difficult schedules, it might keep quorum numbers low. The board might choose a completely different option than these two examples, opting for a custom solution that works best for the group.
Make a plan to make quorum work.
A non-profit executive director who has been noticing that the board of directors struggles to meet quorum can provide suggested changes. A quick review will determine if quorum is noted in the bylaws or in the board’s own governing policies. From there, a plan can be made for the board to make the changes to make quorum easier to meet.
There is never one perfect solution for every non-profit. The beauty of keeping quorum in the board’s own governing policies, means the board can change the rules as often as needed.
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Hi, I'm Christie Saas, former board member, current Executive Director, and non-profit volunteer. I remember well, those early years when I lacked the training, the confidence, and the work-life balance to focus on becoming the best non-profit leader I could be.
Fast-forward past many bumps in the road, lessons learned, and you’ll find me still in the trenches, but a little wiser, a little calmer, and a whole lot happier. I love my work and I want to help you love yours too.
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