Quorum for Booster Club Meetings: How to Set It and Count It

What Counts Toward a Quorum

A quorum counts voting members present, not votes cast. A member who is present and abstains on a vote still counts toward the quorum. A non-member who attends, such as a coach or a parent guest, does not.

Board meetings and general membership meetings have separate quorums. A board quorum counts board members. A membership quorum counts voting members of the club, which may include the board members who attend.

Ex officio members need care. Under RONRRobert’s Rules of OrderRobert’s Rules of Order Newly Revised (RONR), the rulebook most booster club bylaws adopt for running meetings. It governs a club only if the bylaws adopt it, and state law and the bylaws come first.All terms, an ex officioEx officioHolding a seat because of another position, such as a principal, athletic director, or head coach named in the bylaws. Under Robert’s Rules of Order, an ex officio board member has full voting rights unless the bylaws make the seat non-voting.All terms board member who is also a member or officer of the club counts toward the board’s quorum. A person who sits on the board ex officio but is not a member of the club, such as a principal or athletic director named in the bylaws, has the same rights as other board members (unless the bylaws make the seat non-voting) but is not counted toward the quorum.

Where the Number Comes From

State law varies, and an incorporated club should check its state page. California is an example of how specific a state can be. For a California nonprofit public benefit corporation, the default board quorum is a majority of the number of directors authorized, and the bylaws may not set it below one-fifth of the authorized directors or two, whichever is larger. The default quorum for a meeting of members is one-third of the voting power, and if the bylaws set it lower, a meeting attended by less than one-third may vote only on matters described in the notice.

The RONRRobert’s Rules of OrderRobert’s Rules of Order Newly Revised (RONR), the rulebook most booster club bylaws adopt for running meetings. It governs a club only if the bylaws adopt it, and state law and the bylaws come first.All terms default works for a board. It fails for most memberships. A club whose bylaws define every dues-paying parent as a member, with 240 member families and no quorum provision, would need 121 voting members in the room to do anything.

Setting the Right Number

The best quorum is high enough that a small group cannot make decisions the club would reject, and low enough that the club can meet in an ordinary month. Base it on actual attendance records, not on hopes.

A fixed number is easier to apply than a percentage, because a percentage requires an accurate count of current members on the night of the meeting. Before adding a condition such as “at least three officers,” check whether state law allows it. California, for example, allows a quorum to require specified directors only if their absence would not prevent the corporation from transacting business.

Vacancies affect the count. Under RONRRobert’s Rules of OrderRobert’s Rules of Order Newly Revised (RONR), the rulebook most booster club bylaws adopt for running meetings. It governs a club only if the bylaws adopt it, and state law and the bylaws come first.All terms, “a majority of all the members” is measured against the current members. A 10-seat board with three vacancies has seven members, so four is a quorum. Some state laws instead measure against the number of authorized seats, which would make the quorum six of the same board. The bylaws should say which applies.

Confirming a Quorum

Before calling the meeting to order, the president confirms that a quorum is present. The president does not need to announce it, but a booster club should, so that the minutesMinutesThe official record of what a meeting decided, not a transcript of what people said. The secretary takes them, the next meeting approves them, and the club keeps them permanently.All terms show it.

1. The secretary keeps a sign-in sheet for general membership meetings, with names checked against the membership list.
2. For a board meeting, the secretary notes which board members are present.
3. The president counts, then calls the meeting to order: “A quorum being present, the meeting will come to order.”
4. The secretary records the names of board members present (or the number of members present at a general meeting) in the minutes.

Once a quorum is established, it is presumed to continue until the chair or a member points out that it is gone. A member who notices that people have left raises a point of order. The chair counts, and if the quorum is gone, the meeting can take no further action except the limited steps below.

When There Is No Quorum

Without a quorum, the only actions RONRRobert’s Rules of OrderRobert’s Rules of Order Newly Revised (RONR), the rulebook most booster club bylaws adopt for running meetings. It governs a club only if the bylaws adopt it, and state law and the bylaws come first.All terms allows are:

1. Fix the time to which to adjourn (set a continuation of the meeting for a later date)
2. Adjourn
3. Recess (a short break while members are called in)
4. Take measures to obtain a quorum (for example, asking members to make phone calls)

A meeting that fails for lack of a quorum still counts as held. If the bylaws require a meeting in October and too few members show up, the club has not violated its bylaws by adjourning.

If the board takes action without a quorum because of a genuine emergency, the action is not valid until a later meeting with a quorum ratifies it. Ratification is a motion, adopted by majority vote, that approves the earlier action as the club’s own. Until then, the people who acted are personally exposed, and if the later meeting declines to ratify, they may be responsible for the costs.

Changing the Quorum

The quorum is set in the bylaws, so changing it requires a bylaws amendment under the club’s amendment procedure. Make the change in one motionMotionA formal proposal that the club take an action or a position. Under Robert’s Rules of Order, a motion is the only way a board or membership meeting makes a decision.All terms that strikes the old number and inserts the new one. If the club strikes the old provision first and debates the new one separately, the quorum falls back to the default (a majority of all members) in the gap, which may make adopting a new provision impossible. The procedure is on How to Amend Booster Club Bylaws.