New Blog: Why Quorum is Essential for Legitimate Meetings of the Members

March 27 - (Ottawa, ON) - Quorum is one of the most important – and sometimes misinterpreted – clauses in a not-for-profit organization’s By-laws. It is the minimum number (or percentage) of voting members who must be present at a meeting for the organization to make legal, binding decisions. Without a properly constituted quorum, no official business can be transacted – for example no motions can be passed, no By-law amendments, and no elections. Any actions taken at an inquorate meeting are invalid and can be challenged.

Sport Law recently worked with a local organization that had hundreds of individual voting members and quorum in the By-laws was set at 50% of the members present. That language is fundamentally flawed – it is circular and provides no fixed minimum that can be verified in advance. In addition, any prescribed number or percentage should be a reasonable one; ensuring that a fair number of members are represented at the meeting while still enabling the organization to ascertain quorum in the case of limited attendance. We want to be clear that quorum is not a technical hurdle to be ignored or bypassed – it is an important safeguard for your organization to review and determine the appropriate threshold.

What the Law Requires

Under both Ontario’s Not-for-Profit Corporations Act (s. 57) and the federal Canada Not-for-profit Corporations Act (s. 164), if your By-laws are silent on quorum at a meeting of the members, the default is a majority of the members entitled to vote at the meeting. Legislation in other jurisdictions has similar provisions. For sport organizations with hundreds or thousands of individual members, this default is often impractical without strong turnout or the use of proxies (generally not recommended for local groups) – which is why the By-laws should set a clear and reasonable number (or percentage) for quorum.

Quorum is calculated by first determining the members entitled to vote (typically those in good standing). Non-voting members and suspended members are excluded from the count. As such, an organization must clearly define its membership classes, its membership start-date and end-date, and its voting rights. Unfortunately, we have witnessed a variety of challenges related to who has voting rights, when they have voting rights (e.g., they were a member in the previous season, but not the current membership year), and the ripple effect of whether quorum has been properly achieved.

Proxies typically count toward quorum if your By-laws permit proxy voting, as required by most legislation. Many organizations now allow virtual or hybrid participation, which also helps reach the required number for quorum – provided the By-laws or a resolution by the Board authorizes electronic attendance and all participants can communicate adequately.

Federally, and provincially in Ontario (and other jurisdictions), the law is clear on what happens if quorum is missing at the opening of the meeting – the only business permitted is to adjourn the meeting to a later date. Your organization cannot formally do anything else.

In some jurisdictions, if quorum is established at the start of the meeting, business can generally continue even if attendance drops below quorum later (unless the By-laws say otherwise). But in Alberta, British Columbia, New Brunswick, Nova Scotia, Prince Edward Island, and the three Territories there is no language indicating that business can continue if quorum is lost later; therefore, unless identified in By-laws, the defaulting language is that of any identified parliamentary authority (such as Robert’s Rules of Order) which commonly require that quorum must be maintained throughout the meeting. This means that in those jurisdictions, if quorum is lost during the meeting and the By-laws do not explicitly say that the meeting can continue, the meeting must be adjourned.

Setting Quorum for a Meeting of the Members

Quorum for a meeting of the members must be based on the total number (or percentage) of your voting members. It should be expressed as a single, clear standard – for example, “10% of the voting members entitled to vote” or “a fixed number of 50 members entitled to vote.” The By-laws should not have multiple criteria (such as “10 members + two Directors”) and do not use language that depends on attendance at the meeting itself, such as “50% of the members present.” The latter is impossible to determine beforehand and invites immediate challenge.

Robert’s Rules of Order says that, when determining a quorum, an organization “should approximate the largest number [of members] that can be depended on to attend any meeting.” It also states that, in the absence of a defined quorum, “the quorum is a majority of the entire membership,” which is similar to legislation. For organizations with hundreds of individual members (or more) – still somewhat common in some sport organizations – this default majority is often unattainable. Therefore, a By-laws clause that says approximately 10% of members (or a fixed number equivalent to roughly that level) can strike the right balance. That number needs to be realistic with proper planning and member engagement (both of which the organization should be doing prior to a meeting of the members) yet high enough to ensure that the meeting genuinely represents the membership who are interested in attending a meeting of members.

It is important to note that a fixed number usually works best as it is clear to everyone and does not require any computation prior to the meeting (or recomputation during the meeting) which may cause confusion or lead to disagreement.

Setting the number significantly lower risks allowing a small faction to potentially discourage attendance in order to control decisions – and setting the number much higher risks failure to meet the threshold and immediate adjournment of the meeting.

Achieving Quorum in Practice

Quorum should be attainable, but it should also require effort on the part of the organization. Strong communication, clear advance notice, purposeful and efficient meetings, and hybrid/virtual participation options all contribute to reducing the barriers to meeting attendance.

In some jurisdictions where the legislation is light on quorum language, we have seen By-laws that permit an inquorate meeting to be adjourned to a later time and place that is determined by a majority of those members currently present, and the quorum requirement for such a re-scheduled meeting is the current number of members present. In such a situation, the inquorate group could call a new meeting 15 minutes later and conduct the re-scheduled meeting with formal consideration of the same business. This loophole may be necessary to achieve quorum, but because it is an unrealistic number it is contrary to the spirit of what a properly defined quorum is intended to do.

If your current quorum is unrealistic, the proper solution is to amend the By-laws. Of course, you must endeavour to achieve the current quorum at the meeting where the By-laws are being amended!

Meetings of the Board

This blogpost focuses on meetings of the members mostly because quorum at meetings of the Board is simpler and should be set as a majority of the Directors then in office. This ensures that important governance decisions cannot be made by a small subset of the Board. In your By-laws, quorum at Board meetings should be described separately.

Why Quorum Matters – Jason’s Parliamentarian Perspective

The last thing any sport organization wants is for a member to stand up mid-meeting, point to the By-laws, and declare that quorum has not been confirmed or achieved. If quorum has not been clearly confirmed or if a Member believes that quorum is not achieved (or has been lost), they certainly have the right to raise their concern.

If the organization (through its Secretary or meeting registration administrator) has not properly confirmed that quorum is achieved at the start of the meeting they must do so, and if quorum is not present at the start of the meeting, all formal business should be halted until it can be achieved (or the meeting is adjourned). That Member who stands up is helping us identify that quorum matters – it is not just a member tactic to delay decision-making, it is a basic member right that ensures a representative number of people are validly making decisions and transacting important business for the organization.

Essentially, proper quorum protects the democratic integrity of amateur sport governance. It ensures that the voices of the members are heard and allows them to control the organization’s strategic direction by electing their representatives – the Directors. Ignoring or miscalculating quorum undermines trust and exposes the organization to legal and reputational risk.

When preparing for your meetings of the members, regular communication and active promotion will help you achieve quorum, and here are a few quick additional tips to set you up for success:

• Know your total membership number in advance and if the prescribed quorum is percentage-based, know the exact required number in advance.
• Carefully read your quorum language and ensure that you have the correct interpretation. For example, if your By-Laws have weighted voting, check the language to clarify if quorum is represented by the actual number of members present, or the number of votes that they hold (this is often misinterpreted).
• Ensure that your meeting administrators (i.e., Secretary, staff) are properly registering and tracking attendees and have the means to verify membership.
• At or near the beginning of the meeting, have the meeting chair confirm that quorum has been achieved with your meeting administrators. This should be done before any decisions (or voting) have been made. The meeting chair should explicitly declare to the members that quorum has been achieved and this should be specifically noted in the meeting minutes. It is usually helpful to script quorum language for the chair to ensure that this step is not accidentally missed.
• If quorum is not achieved at the start of the meeting, you have two choices:
  • Delay the official meeting until quorum can be achieved (i.e., wait for people to arrive). Informal discussion can be entertained, but note that it does not replace formal discussion of any business matter
  • Adjourn the meeting to a later date/time/place where you can hopefully achieve quorum
• If quorum is achieved at the start, but then lost during the meeting, know your procedural rights. Do your By-Laws (or the applicable Act) allow you to continue? Or must you adjourn the meeting and continue the remaining business at a later date?

Final Thoughts

Discussing quorum is connected to a larger discussion on individual membership in sport organizations. As noted, an organization must clearly define its membership classes, its membership year, and its voting rights. We often advise most provincial/territorial sport organizations to move away from an individual membership structure, in part because it affects their ability to achieve quorum. Also, some local associations have found success by setting membership at fixed number, like thirty (30) people, and participants or parents/guardians must submit applications in order to be voting members. But is such a structure truly representative?  Are there other options? Is there a difference between being a member and being a participant? This is a larger topic for a future blogpost!

We believe that quorum is the foundation of fair and legally-sound decision-making at your meetings of the members. Reviewing and updating your By-laws to set a clear and realistic quorum is an important governance matter – it should not be overlooked.

For assistance reviewing or drafting By-laws related to quorum (and other governance matters), please contact Kevin Lawrie (klawrie@sportlaw.ca) – and for practical help running your meetings in accordance with proper parliamentary procedure (and ensuring that you meet quorum!), contact our parliamentarian Jason Robinson (jer@sportlaw.ca).