What Happens if You Lose Quorum During a Meeting?

Jim SlaughterMy last blog concerned “What Happens if You Don’t Have Quorum at the Start of a Meeting?”  A related question is, “What happens if you start the meeting with a quorum, but lose it during the meeting?”  While the issue of quorum at the beginning of a meeting can be complicated, the issue of vanishing quorum can get downright confusing.  That’s because you can end at a different result depending your type of organization (nonprofit corporation, membership meeting, board, shareholder meeting, governmental body, HOA, condo association, etc.) and location (different states have different statutes).

Under common parliamentary law (i.e., no statutes and just governing documents) orRobert’s Rules of Order Newly Revised (11th Edition), the answer is fairly straightforward: you always have to have a quorum.  After all, quorum is the minimum number of members who must be present at a meeting to transact business.  While there are some exceptions (see below), no motions or votes should occur unless there is a quorum.  As a result, if quorum is lost in a meeting without a statute or rule to the contrary, business stops.

For organizations that follow Robert’s due to statute or governing documents (such as some governmental bodies, homeowner and condominium associations, and nonprofits), there are several procedural steps that can be taken even in the absence of a quorum, including:

  • Setting a continued meeting through the motion to Fix the Time to Which to Adjourn.
  • Ending the meeting through a motion to Adjourn.
  • Recessing the meeting, in efforts to obtain a quorum.
  • Taking measures to obtain a quorum, such as rounding up members in the hall or contacting members.

If some urgent matter can’t be delayed and must be acted upon, the members proceed at their own risk with the hope that a later meeting with quorum will ratify the action.  There seems to be an urban legend that business at meetings can continue without a quorum so long as no one raises the issue.  Not true!  The general rule is that business transacted in the absence of a quorum is null and void.  In fact, members who vote on motions at meetings without a quorum can at times be held personally liable for their actions.  So don’t do it!

For organizations governed by state statutes (incorporated nonprofits, community associations, governmental bodies), the answer can be more complicated.   For instance, the model acts for nonprofits, condominiums, community associations, and planned communities all provide that if a quorum is present at the beginning of a membership meeting, the quorum remains regardless of how many members leave.  So, you could end up with only a few remaining members at the end of a meeting making decisions for the entire organization.  There are both news accounts and lawsuits of such instances, with the general rule being that if you don’t want a small group of others to make decisions on your behalf, don’t leave the meeting!  The rule is generally the opposite for board meetings, where a quorum must generally be present at all times during the meeting.

In organizations that require a quorum at all times, what is the process for raising the issue of lost quorum?  Under most parliamentary manuals, the absence of a quorum is brought to the attention of the chair through a Point of Order (“I believe we no longer have a quorum”) or a question to the chair (“Do we still have a quorum?”).  Even if no one raises the issue, the presiding officer has an obligation to make certain that a quorum is present at the meeting.  At the point where it is realized there is no quorum, business (other than the procedural motions discussed above) stops.  A guest speaker or announcements might be allowed, but no further votes should be taken.  In larger bodies, because no one knows exactly when the quorum was lost, Robert’s Rules of Order provides that prior action is still valid.  However, when it can be shown that a quorum was missing for a prior vote by “clear and convincing proof” (such as the record of a roll call listing everyone present at the meeting at that moment), even past actions can be challenged.  (For more details on the process, check out the “Quorum” chapter of Notes and Comments on Robert’s Rules, Fourth Edition, or pages 96-98 of The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track.)

by Jim Slaughter