Quorum at general meetings: how to establish it, also online

Half an hour into a general meeting somebody asks whether the meeting is even entitled to decide the item on the table. It is an awkward question to answer at that point, and an easy one to answer at the start. Quorum, or the meeting being competent to decide, is the first thing the chair establishes after being elected, and the last thing anybody wants to reopen after a contested vote.

Where the requirement comes from

For an ordinary association, it comes from the bylaws. In many legal systems there is no general rule that a members' meeting needs a minimum turnout, and the default runs the other way: a properly convened meeting decides with whoever turns up. German association law is usually understood in that sense, so a members' meeting can decide unless the association's own statutes impose a quorum. For associations under the French law of 1901 the question is left to the statutes as well. Neither point is a substitute for reading your own rules, and if your association is governed by a special regime, such as co-ownership or co-operative law, that regime may set attendance rules of its own.

Company law is a separate world, worth knowing about only so that you do not import it by mistake. Under the UK Companies Act 2006, the default quorum for a company with more than one member is two qualifying persons present, unless the articles say otherwise. That default exists because a company can have two members, not because two is a meaningful turnout for an association with four hundred. It says nothing about what your bylaws require.

So the answer to "what is our quorum" is: read the bylaws, and read them literally. Common patterns are a fixed number of members, a fraction such as one third or half of the membership, a fraction of the votes rather than of the members in a weighted association, or no quorum at all for ordinary business with a requirement attached only to the heavy items.

Attendance requirements for bylaw amendments

Most bylaws that mention attendance at all mention it here. A typical clause requires that an amendment be carried by two thirds of the votes cast at a meeting where at least half the members are present. Dissolution and the sale of the association's property often carry the same requirement or a higher one. Two things follow.

First, the attendance requirement and the majority requirement are separate tests, and the proposal has to pass both. A proposal supported by nine votes to one, at a meeting attended by twelve members out of two hundred, has an overwhelming majority and nowhere near the attendance. Second, if the attendance requirement is not met, the item cannot be voted on anyway "subject to confirmation". It falls, and you take the second-meeting route described below. The guide on voting on bylaw amendments covers the majorities themselves.

The second meeting

Most sets of bylaws with an attendance requirement pair it with a safety valve: if the meeting is not quorate, a new general meeting is called with the same proposal, and that meeting can decide regardless of how many attend, often on the same qualified majority. The details vary, and they matter. Check how soon the second meeting may be held and whether a minimum interval applies, whether a fresh notice containing the full text of the proposal is required, whether the second meeting is limited to the items that failed, and whether the majority changes. If your bylaws say the second meeting decides "by simple majority regardless of the number present", that is a deliberate lowering of the bar, and members are entitled to be told in the notice that it applies.

Where the bylaws are silent, the safe course is to call an ordinary second meeting with a full notice and take the decision there, rather than inventing a rule on the night.

How the chair establishes it

The chair, once elected, states for the record how many members are entitled to vote, how many are present in person, how many are attending remotely, how many are represented by proxy, and therefore whether the meeting is competent to decide. It goes into the minutes as a finding, not as a discussion. The guide on what the minutes must contain has the wording.

Two practical points. Attendance can change during a long meeting, so if an item late in the agenda carries its own attendance requirement, the chair should re-establish the number before opening that item rather than relying on the count from three hours earlier. And the number of members entitled to vote is rarely the number on the mailing list: members in arrears where the bylaws suspend their vote, members admitted after any cut-off date the bylaws set, and honorary members without a vote all have to be settled before the meeting, not during it.

Remote attendance and proxies

A member attending online is present. That is the starting point in any association whose bylaws or governing law permit remote participation, and it means they count towards the quorum in exactly the same way as a member in the room. What the chair needs is a single attendance list covering both rooms, which is the main reason to run the registration through one system rather than a paper sheet at the door and a video call window. See the guide on hybrid general meetings.

Proxies are the question that actually divides bylaws. Some count a represented member as present for quorum, some do not; some count them for quorum but cap the number of proxies one person may hold. Read the clause, and if it is genuinely ambiguous, state at the start which reading the chair is applying and let the meeting object then rather than afterwards. Written postal or advance votes are treated differently again: in some rule sets they count as attendance, in others only as votes. The guide on proxy voting online covers the mechanics.

Checklist

• Quorum clause located in the bylaws, including any separate requirement for amendments and dissolution.
• Whether the requirement counts members or votes, and whether proxies and remote attendees count.
• Number of members entitled to vote settled before the notice goes out.
• Attendance list covering the room and the remote participants in one place.
• The chair states the numbers and the finding for the minutes.
• Attendance re-established before any item with its own requirement.
• Second-meeting rule read in advance, so a failed quorum does not end the evening in confusion.