Establishing quorum
The headcount rule that decides whether your board can legally do anything at all.
Quorum is the minimum number of directors who must be present before your board can legally transact business. Check your bylaws first, since they may set a specific number. If the bylaws are silent, a common default is a majority of the board's authorized seats, not a majority of directors present or seats currently filled.
What quorum actually counts
Quorum is not about how many directors show up compared to each other. It is about how many show up compared to the total number of seats your bylaws authorize, whether or not every seat is currently filled. A five-seat board with one vacancy still needs quorum measured against five, not four.
"A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business."
Source: California Corporations Code §7211, California Legislature
This exact default, a majority of the authorized board, is confirmed for California. Your state's nonprofit corporation law may set a different default, and it only fills the gap if your governing documents are silent, so check both.
Your documents outrank the default
The statutory default is a fallback, not a rule that overrides your association. Your CC&Rs or bylaws can set quorum at a fixed number, a specific fraction, or a supermajority, and whatever they say controls. Before you count heads at your next meeting, find the quorum clause in your own bylaws. If it says nothing, that is when the statutory default in your state fills the gap.
Do not assume a majority of five means three unless you have confirmed five is the authorized number your documents actually use.
Once it's set, it stays set
You do not have to recount the room every ten minutes. Under Robert's Rules of Order, a quorum confirmed at the start of the meeting is presumed to continue unless someone flags otherwise.
"Once a quorum at a meeting has been established, the continued presence of a quorum is presumed to exist only until the chair or any other member alerts the assembly that a quorum is no longer present."
Source: Robert's Rules of Order Newly Revised, 12th ed., Frequently Asked Questions, Robert's Rules Association
That rule only applies if your board has adopted a parliamentary authority in its bylaws in the first place. Losing quorum mid-meeting is its own scenario, covered in the next lesson.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A board has five seats authorized in the bylaws, one is currently vacant, and three directors show up. Can the board conduct business?
Your bylaws say nothing about quorum and your board has five authorized seats. Under the common statutory default, how many directors must be present to transact business?
Quorum was confirmed at the start of the meeting. Twenty minutes later, a director quietly leaves without comment. What must the chair do before the board keeps voting?
Sources
- California Corporations Code §7211, California Legislature
- Robert's Rules of Order Newly Revised, 12th ed., Frequently Asked Questions, Robert's Rules Association
Related elsewhere in the Academy
Board Meetings
Next, learn what happens if quorum disappears partway through your meeting.
This is general education, not legal advice. Quorum rules vary by state and by your association's own governing documents. Check your bylaws and CC&Rs, and consult an attorney licensed in your state before relying on any specific number.