What Are the Quorum Rules in a Nonprofit Association?

When organizing a general meeting for a nonprofit or membership-based organization, one essential rule must be respected for decisions to be valid: the quorum. But what exactly are quorum rules in an association, and how can you ensure compliance? Let’s explore.

What Does “Quorum” Mean in an Association?

A quorum is the minimum number of members required to attend a general meeting for the decisions and votes to be valid. Without it, resolutions can be challenged or invalidated.

Is a Quorum Mandatory in Nonprofit Organizations?

There is no legal requirement to meet a quorum at general meetings. However, most organizations include quorum rules in their bylaws to support transparency and collective governance.

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How Is Quorum Determined in an Association?

Founders are free to set quorum thresholds in the bylaws. Common formats include:

• A fraction (¼, ⅓, ½ of members)

• A percentage (25%, 33%, 50%)

To check if the quorum is met:

1. Refer to the quorum rules in the bylaws.

2. Know the total number of members.

Example: If an association has 80 members and requires 50% quorum, at least 41 must be present or represented.

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How Do You Verify That Quorum Is Met?

At the start of every general meeting, a quorum check is standard practice. This is typically done using the attendance sheet (sign-in sheet), which:

• Lists all members

• Indicates who is present or represented

• Mentions the quorum required by the bylaws

This sheet also serves as proof of quorum in case of disputes.

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Focus on the Attendance Sheet in a General Meeting

To ensure that quorum is met during a nonprofit general meeting, it’s strongly recommended to prepare an attendance sheet. In other words, this is a sign-in sheet where invited members of the organization record their first and last names.

A key feature of the attendance sheet is that it also mentions the quorum requirement as defined in the association’s bylaws. This makes it easy to verify whether the quorum has been reached at the start of the meeting.

It’s also important to note that the attendance sheet can serve as evidence in case of any dispute regarding quorum compliance.

Good to know: In addition to members who are physically present, the quorum can also include members represented by proxy—but only if proxy voting is allowed and clearly stated in the organization’s bylaws.

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What Happens If Quorum Is Not Met?

If quorum is not reached, the meeting cannot proceed. A second general meeting must then be called, often within a few days. Many bylaws include provisions for this scenario, sometimes with a lower quorum requirement on second call (called a “double quorum” rule).

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Quorum vs. Majority: What’s the Difference?

One very important point is to understand the difference between quorum and majority. While it’s easy to confuse the two, the distinction is essential.

Put simply, quorum refers to the representation of members — the minimum number required to validate the meeting. Majority, on the other hand, refers to the approval — how many members voted in favor of a decision.

• Quorum: Measures representation – how many people are present.

• Majority: Measures approval – how many vote in favor.

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The majority corresponds to the portion of voting members who supported a resolution during the general meeting. The rules governing majority thresholds may vary depending on the association’s bylaws. The majority may be:

✔️ simple

✔️absolute

✔️ qualified

also vary based on what the bylaws stipulate.

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What If Quorum Rules Are Ignored?

If a vote is held without meeting quorum, the decisions can be nullified. Deliberately ignoring these rules may expose the association leader to personal liability and damages.

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Answers to the Most Frequently Asked Questions

Still have questions about quorum rules in nonprofit meetings? Here’s our FAQ section with the most common questions from users!

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