Quorum Requirements in Nonprofit Bylaws

Question: Our nonprofit board frequently struggles with questions about quorum requirements in our Bylaws and what is required by law, can you help us understand what the law requires?

Answer: The good news is that nonprofit organizations have a lot of freedom in setting their own quorum requirements. The Virginia Nonstock Corporation Act allows the drafters of a nonprofit’s Articles of Incorporation and Bylaws to set quorum requirements as they wish, providing default requirements if the governing documents do not specify otherwise.  One size does NOT fit all in this case.

The quorum requirements for membership organizations vary dramatically. Organizers want to be confident that the quorum requirement is realistic. For organizations with hundreds or thousands members who are not actively engaged with the organization, it is unrealistic to expect that a majority would ever show up for a membership meeting. Under those circumstances,  setting the quorum at no more than 10% or 15% of the membership is probably a good idea. On the other hand, if the membership consists of five or six founders who are actively involved with the organization, then a quorum requirement may be four or five of them in order to assure that everyone is provided an opportunity to participate in governance. One temptation to resist is setting quorum requirements too high (e.g., 100% or membership). A high quorum requirement would allow a few disgruntled members (perhaps even one!) to wreak havoc with governance and hold the organization hostage by intentionally refusing to attend meetings. The key is to think carefully and strategically how the organization is likely to function and to provide a realistic quorum requirement in light of the type of membership and their anticipated involvement.
The quorum requirement for the board of directors is probably more predictable, and a requirement for a majority of directors to constitute a quorum is usually a practical solution.  Nonprofit boards that have a large membership for ceremonial or representational purposes but don’t expect a lot of participation may opt for a quorum requirement of something less than 50% (but if you are having trouble getting a majority of a smaller working board to participate, you probably want to think about recruiting new directors). If you want to assure general consent for specific decisions (e.g., a merger or hiring an executive director), you can also vary the voting requirement to approve board decisions. For example, instead of requiring a majority of a quorum to constitute corporate action, the Bylaws could be drafted to require a majority (or more) of all directors in office. Again, the secret of success is thinking through how the quorum and voting requirements may play out in real life situations.
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