Quorum

Quorum is the minimum number of board members who must be present at a meeting for that meeting to conduct official business. Decisions made without a quorum are generally not binding on the board or the organization.

How quorum is set

Quorum is defined by the organization's governing documents, in this rough order of authority:

• State statute for the entity type (HOA, condo, cooperative, nonprofit). Some states set a default that applies unless the bylaws say otherwise.
• Bylaws of the specific organization. Most bylaws define quorum as either a fixed number, a percentage of seated directors (commonly a majority — 50% + 1), or a percentage of members eligible to vote.
• Robert's Rules of Order as a fallback when nothing else applies. Robert's default is "a majority of the members."

A typical HOA or nonprofit board sets quorum at a majority of seated directors. For member meetings (as opposed to board meetings) the threshold is usually lower — often 10–25% of voting members — because higher numbers would be hard to reach in practice.

What counts toward quorum

The conservative answer: physically or virtually present, authorized to vote, for the duration of the action being taken. Specifically:

• Directors attending in person, by video, or by telephone — when the bylaws permit electronic attendance — count toward quorum while connected.
• A director who leaves the meeting before a vote does not count toward quorum for that vote, even if they counted at the call to order.
• Proxies generally do not count toward quorum for board meetings (some states' nonprofit statutes are stricter than the corresponding HOA statutes). They may count for member meetings if the bylaws allow.
• Abstentions count toward quorum but not toward the vote outcome — a present-but-abstaining director keeps the meeting in quorum.

Quorum in the minutes

The minutes should record:

1. The total number of directors entitled to vote at the time of the meeting.
2. The number physically or remotely present at the call to order.
3. Any change in attendance during the meeting (directors arriving late or leaving early), with timestamps tied to specific motions when possible.
4. Whether quorum was maintained throughout the meeting, or lost at a specific point.

A bare statement like "Quorum: 5 of 7 present" at the call to order is the minimum. A defensible record also notes any departure that affects a subsequent vote.

What happens if quorum is lost

If quorum is lost mid-meeting (a director leaves and the remaining count falls below the threshold), the board can typically only:

• Adjourn.
• Recess and try to recover quorum.
• Take "ministerial" actions that don't require a vote.

It cannot pass motions, approve minutes, or take binding action until quorum is restored. The minutes should clearly show when quorum was lost and what (if anything) the board did before adjourning.

Common quorum mistakes

• Counting non-voting members. Advisors, observers, attorneys, and management staff don't count toward quorum unless the bylaws specifically include them.
• Not noting late arrivals. A motion that fails 3–2 at 7:15 PM might have passed 3–3 (with the chair's tie-breaker) at 7:30 PM after a fourth director arrived. The minutes need to show that distinction.
• Confusing quorum with a vote majority. Quorum is about who is *present*. The vote threshold is about how many of those present vote *yes*. They are independent thresholds.

How MinuteSmith handles quorum

MinuteSmith generates a "Quorum: N of M present" line on every meeting record by default and flags any motion that occurred while quorum may have been lost (based on attendance changes you've recorded). This shows up as a compliance flag in the generated minutes, so the secretary can correct attendance records if the timestamps are off.