What is a quorum?

In meetings, where proposals are voted on, quorums are a necessary check against small minorities making significant decisions without a mandate.

Quorums are essential in international politics, national legislatures, and local councils. They are also widespread in the business world – particularly within boardrooms. 

The concept may sound simple, but it can get complicated.

In business, a quorum is the number of people that need to be present at a meeting for official business to occur. 

A meeting could, in theory, still go ahead without a quorum, but a body will lack the capacity to make any impactful decisions. The most it can usually do is set a date and time to meet again in the hope that they will reach a quorum on that occasion.

A quorum is vital to avoid severe cases of minority rule. 

In a board’s case, it is supposed to avoid any situation where a small number of directors would make decisions on behalf of the entire company. 

You might think the chances of this happening in your organisation are negligible but think of the bigger picture. Quorums aren’t there to cover chance; they are there as a universal safeguard, ensuring every crucial decision has significant weight and truly represents the views of a company’s leadership.

This is complex, and it depends on the organisation. 

Many companies will define a quorum in their bylaws, usually a set figure or a percentage of the total number of board members. 

Beyond that, there may be a legally mandated quorum in national or state law. You should research this in your jurisdiction if you’re unsure. Often, the figure is between a third and half of your board. 

The trick with defining a quorum is to ensure it’s large enough to ensure legitimacy and small enough to secure some flexibility. There will always be a reason why someone on the board cannot make a critical meeting, so you don’t want this to hinder progress. But you also don’t want to entertain an unsustainable amount of no-shows. 

If in doubt, assume that you need an absolute majority of board members to proceed. In other words, more than half. This will ensure total legitimacy in the eyes of people who were not present.

If you’re responsible for board meetings running smoothly, the last thing you want is to find you lack the numbers only after you’ve arrived. 

Here are some ways to ensure this does not happen:

• Be consistent. Plan meetings for a routine time and place, so it becomes established in the minds of your colleagues. If there is a change of plan, or if you know your board will need to meet urgently, give as much warning as possible. 

• Listen to colleagues. When they indicate their preferred time, dates and frequency, consider it when scheduling meetings. Things like this can frustrate board members when they’re not handled properly. 

• Communicate. Don’t rely on group emails or chat groups. Send 1:1 messages confirming the meeting details and agenda with each board member. This will help you get responses quicker. Use this communication to follow up with colleagues who couldn’t make it. This is the best way to find out if you can do anything to simplify procedures next time. 

Be a constant critic. Keep evaluating your board’s procedures. When they happen, how many turn up? How much time do we need at meetings? Are board members being heard? Are they frustrated? These potential issues could lead to an unfulfilled quorum, so deal with them through constant assessment.

This is usually a sign of a more persistent problem. It can be as fixable as scheduling issues or as severe as a lack of enthusiasm. 

Communication is critical in these instances. You need to talk to colleagues, one to one, and find out why they are struggling to make important meetings.

Their feedback may be tough to listen to, but it does give you insights into solving the problem.

Watch Warren Buffett and Charlie Munger below discuss their experience with boards and board meetings, he gives some fascinating insights.

In Latin, quorum means “of whom” and is the genitive plural of qui, meaning “who.” 

In English, quorum once referred to the number of justices of the peace who had to be present to form a legally valid bench. 

That meaning is now uncommon, and quorum has come to mean both “a select group” and “the minimum people required in order to conduct business.”

Quorums are the bedrock of a successful board meeting. 

It is a topic that becomes invisible when done correctly, and this is excellent news because it enables the board to tackle the issues at hand immediately. 

Get it wrong, and the issue is suddenly the most visible thing in the world. If you’re having problems reaching a quorum in your organisation, tackle it early.