Do we have a quorum?
Anyone who’s ever attended a formal meeting where a binding vote is to be taken – from a town meeting or a board meeting to a session of the U.S. Senate or the British House of Lords – has heard that question. But what does it mean? What is a quorum? We have to know the answer to that question before we can determine whether we have a quorum.
Naturally, answering that question is not as straightforward as one might imagine. The Merriam Webster dictionary offers three definitions for quorum:
- A select group
- The number (such as a majority) of officers or members of a body that when duly assembled is legally competent to transact business
- A Mormon body comprising those in the same grade of priesthood
Today, the first definition is not terribly helpful, but that’s the way the word quorum was used when it first appeared in use in Britain in 1602. And, unless you are involved in matters relating to the Church of Latter-Day Saints, the third definition may not be helpful, either.
That second definition, though, seems illuminating. A quorum is some number of people – officers or members of a body – that, when assembled, constitute a large enough portion of the whole to conduct formal business. When a quorum is present, the members can make resolutions, hold formal debates, vote on matters, and effectively carry out the business of the body they represent. In the absence of a quorum, the members of the body can generally do nothing more formal than adjourn the meeting.
But neither Merriam nor Webster really answer the fundamental question: How many people constitute a quorum? The definition suggests “a majority” but qualifies the suggestion with “such as,” which effectively leaves open the possibility that a quorum could also be something other than a majority.
Does Robert’s Rules of Order rule more clearly on this matter? Alas, not directly. Section XI, article 64 of Roberts is all about the quorum, but it is as tentative as Merriam Webster when it comes to stating definitively what number – even what percentage – of members constitutes a quorum.
Indirectly, though, Roberts does tell us where to find the answer to that question: in the bylaws of the organization. Each entity can define for itself the number of people that constitutes its quorum. Indeed, when you look at the documents that define the character and makeup of the entity in question, you’ll discover what constitutes a quorum in each case.
Look to the Constitution of the United States itself to define quorums for each branch of the legislature: “Each House shall be the Judge of the Elections, Returns and Qualifications of its own Members, and a Majority of each shall constitute a Quorum to do Business.” (Article 1, Section 5)
Look to the bylaws of a corporation to discover what constitutes a quorum for its board of directors. At Merck, for example, Article II, Section 10 of the corporate bylaws define a quorum as a majority of the board members (which should consist of between 10 and 18 people, according to the same bylaws). With a majority of the board present, the board can in fact conduct a meeting and vote on matters that will affect the entire company. Without a majority of the board present, it cannot.
So how does one answer the do we have a quorum question? A simple headcount might suffice for a meeting of Merck’s board of directors. For a larger group, such as the 100-seat U.S. Senate or the 435-seat U.S. House of Representatives, the formal determination of the presence of a quorum could be handled more expeditiously through the use of an electronic voting system, which could instantly signal who is present in the chamber when the meeting is assembling.
And for an even larger body, such as the House of Lords of the United Kingdom, which currently has 792 sitting members? One would think an electronic system for determining a quorum would be a necessity if the body wanted to move expeditiously to the business at hand. But in the case for the House of Lords, that might not be necessary. A quorum for the House of Lords requires just three members to be present if a vote is general or procedural, and just 30 members – out of 792 – if the vote involves legislation.
See what self-definition can do?