Question: Unable to get a Quorum at regular scheduled Meetings

We have 6 Board members and our by-laws state that we need 4 present for quarum. Now that is for our board meeting, not the regular monthly meetings. Our Bylaws state that we need to have a majority present to constitute a quorum. We currently have 4 out of 5 Elected positions filled. We have run into multiple meetings where only 2 out of the 4 elected board members can attend. Is the quorum figured based on Elected members or all members in attendance of the scheduled meeting? It has been really difficult to get anything done in our meetings without a quorum. Could we hold a virtual meeting in order to get more elected board members at the meeting. They would not be phycially at the meeting, but would be involved with the meeting using a phone call, facetime or some type of virtual meeting application. If an elected board member is going to miss a meeting where their will be a vote can they do a proxy vote and give that to an elected board member in attendance? Would this satisify the quorum issue we are having? Or are their other ways to take a vote on items if only 2 out of the 4 current elected board members are present. We can't go to many additional meetings without taking a vote on upcoming events we planned to have for our students. If we call a special meeting with just the elected board members and complete a vote on items can we present these items to the entire membership at a regularly scheduled meeting? We would still need a quorum to review these decisions right? Any help would be greatly appreciated.

Asked by Anonymous



Advice from PTO Today

lharac writes:
Hi, there! You raise a lot of questions, and I'll try to address them in order.

First, we have a brief but clear definition about quorums in this article:

In that article, we suggest no fewer than 5 for the quorum -- *if possible*. But it can be set lower.

The quorum count is based on the number of members in attandance at the scheduled meeting -- so if your bylaws specify a quorum of 4, then a minimum of 4 people need to be present in order for a vote to take place. Note that it is *not* required that the number of people casting a vote meets the quorum number -- in other words, if 4 people are present, then you've met your quorum and a vote can be called; even if only 3 cast a vote and 1 abstains from voting, it's an acceptable vote. No need for further review or approval later.

Second, we would discourage you from accepting proxy votes; that just leaves an opening for someone to dispute a vote later. However, having someone present by conference call seems acceptable in this case -- they are able to participate in discussions and can cast their vote based on the discussion when it's time to do so. This option should be reserved for times when you really can't find an alternative, though, and desperately need to take a vote. (See below for what try to before going this route.)

Regarding calling a special meeting -- PTO business is simple enough that you shouldn't need to have a separate process or separate quorums set for elected board meetings vs. general membership meetings. As long as a quorum is present, it doesn't matter whether board members or regular members are voting. If your group is having trouble getting a quorum with the board members alone, why not take the vote at a general membership meeting? All members of your PTO should have the right (and the opportunity) to cast a vote, whether they are elected board members or not.

Before taking any extreme measures, take your vote at a general meeting. You might even find that your group exceeds the quorum without much extra effort (and, to be honest, the more people you have that are present and voting, the better the outcome as far as getting buy-in on decisionmaking!).

Good luck, and let us know how it goes.

Lani @ PTO Today

Answer this question: