Leadership Letter
May 2022
ASK COUNSELOR TARA
ASCE’s General Counsel Tara Hoke responds to legal questions posed by Sections and Branches here each month. Send Tara an email with your question.
How can we satisfy the need for a quorum for decision making?
Do you have a large number of members in your board or committee? Do you often find yourself rescheduling calls because not enough members are able to attend? Conversely, do you feel that sometimes decisions are made by a small group of officers, without enough input from all members of your board? While there may be many ways to resolve these governing issues, one basic solution might be to reconsider your definition of a “quorum.”
As defined by Robert’s Rules, a quorum is the minimum number of voting members who must be present in order for a deliberative group to take an action. The default rule, of course, is that a majority of your voting membership must be present; i.e., in a 12-person board, there must be seven voting members in attendance. But in acknowledgment that different groups have different needs, Robert’s Rules permits a board to establish a higher or lower threshold for quorum – either in general, or for specific votes. As an example of the latter, while ASCE’s quorum for Board of Direction meetings is generally a majority of its members, Section 8.1.4 of its bylaws requires 75% of the board’s voting members to be present when considering disciplinary action against an ASCE member.
So how do you decide what level of quorum is best for you? Robert’s suggests that you set a quorum that’s “as large as can be depended upon for being present at all meetings.” If you find that your board is struggling to get the requisite majority at its regular meetings, you may consider whether it’s appropriate to lower your quorum. Alternatively, if you have a group of voting members – e.g., the chairs of your committees and/or subsidiaries—who may not always attend board meetings, you could define a quorum that involves not only the number but the type of attendee required (such as, “quorum is a majority of all officers plus not less than two other members”).
Of course, quorum is also an important check on the ability of a few members to take unilateral action without buy-in of the group. If an important issue is on the agenda, but many of your leaders are unable to attend, quorum serves to prevent a small group of attendees from committing your group to something that conflicts with the will of the larger board. By way of guidance, the New York Not-for-Profit Law (which governs ASCE’s corporate board) states that a corporation may reduce its quorum “provided that in the case of a board of fifteen members or less the quorum shall be at least one-third of the entire number of members and in the case of a board of more than fifteen members the quorum shall be at least five members plus one additional member for every 10 members (or fraction thereof) in excess of 15.”
That said, it is important to remember that a lack of attendance and participation by board members is a signal of greater governance issues, and a decision to reduce quorum should not be made merely to avoid dealing with larger challenges with your leader recruitment and engagement. If you are experiencing issues with board member attendance, please feel free to contact ASCE to discuss strategies for reinvigorating your leadership team.