Today’s news story on the National Labor Relations Board reminds that the Supreme Court has affirmed one fundamental principle of Robert’s Rules of Order: you must have a quorum to take action.
While the word “quorum” looks esoteric, its meaning is basic. A “quorum” is the minimum number of voting members of a group who must be present to take action. In a small group, the quorum is often a majority of the members. (“Majority” means “more than half.”) For a nonprofit board of ten people, for instance, the quorum would be six.
Ordinarily the bylaws say what the quorum is. Bylaws can establish a different quorum, and for larger groups, they should. In the American Translators Association, which I served as president, the quorum for the meeting of voting members is either 100 voting members or 10% of the voting members, whichever is lower.
It’s important to be aware of what your state law says, though. In Washington State, the minimum quorum for a nonprofit board of directors is one-third of the members. This sets a floor, and your specific bylaws may not go below it.
The National Labor Relations Board has five members, and due to political shenanigans, it has been functioning with three members. Three is a majority of five, so the board is able to act. The Supreme Court ruled last year that two members were not sufficient to take action. So when the term of one appointee expires at the end of this year, if politics blocks the appointment of a successor, the NLRB will be stuck.
Purchase our Mastery Lesson, “Voting and Quorum Issues in Nonprofit Organizations,” to learn more about these issues.
Ann G. Macfarlane, PRP
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