Terrie on
Nonprofits ©
January 2006
Defining
Your Quorum
Q:
We are redoing our bylaws and are stuck on
the percentage we should use for defining our quorum.
Is this regulated anywhere?
If not, is there a “best practice?”
A: The State of Florida does not regulate
quorum size. The
final report of the Panel on the Nonprofit Sector
– the basis for legislation recently passed by the
Senate Finance Committee – ignores the issue. And, I know of no percentage that can be identified
as “best practice.”
However, I think there are some very real
issues with which an organization should grapple
in order to come up with an appropriate quorum,
and these center around the question “Why?”
Any time you face a change in bylaws I
suggest answering “Why is this issue important?” “Why does this section read as it currently
does?” “Why
are we considering a/this change?”
When looking specifically at the issue of
a quorum I think you must also ask, “Why do we need
a quorum in the first place?”
In my mind, a quorum is set to guarantee
that a sufficient number of people vote on your
issues. The more people involved in the process the
greater chance that questions will be asked, the
status quo will be challenged, and a diversity of
opinions will be raised.
When these three things happen it becomes
more likely that your final decisions will be the
best they can be.
Having more people involved also prevents
a small number of perhaps renegade directors – or
directors with a vendetta – from being able to make
decisions with which the majority would not agree.
This can easily happen if your decisions
require only a simple majority of votes and your
quorum demands that only a minimum number of directors
be present to vote.
The potential negative impact of low quorums
is magnified with the trend toward smaller boards. Consider a board of 10.* And, let’s say that the board has a quorum of
50%, which is a common percentage.
A vote could be taken with only five people in
attendance (50%) and three people (the majority)
could end up deciding key issues. Conceivably, the remaining seven board members
could disagree with the outcome.
The justification for low quorums is that
so few people come to board meetings, a higher quorum
would prevent the board from accomplishing any work.
I would suggest that if you are concerned
about this, work should be done to increase attendance at board meetings. Directors have a moral obligation to participate
and a legal duty to discharge their duties in good
faith. At the very least this implies that they show
up. You serve
no one’s interest – and especially not the organization’s
– if you bow to the lowest common denominator and
give people “permission” not to attend meetings.
______________________
Terrie
Temkin, Ph.D. is an internationally recognized governance
and planning expert. She is president of NonProfit
Management Solutions, Inc., a principal in CoreStrategies
for Nonprofits, Inc., and a longtime member of AFP.
Contact her at terriet@nonprofitmanagementsolutions.com,
954-985-9489, or 866-985-9489.
|
