Q: Our church board meets monthly. Occasionally, less than a quorum is present. Is there any way that the board can conduct business if a quorum is not present? Is there an exception for emergency actions?
The answer to this question may be found in one of three sources:
1. Bylaws. A church bylaws or other governing document should be consulted first, since its provisions generally will be superior to conflicting provisions in state nonprofit corporation law and parliamentary procedure.
2. State nonprofit corporation law. Most state nonprofit corporation laws under which many churches are incorporated address the quorum requirement for church boards. To illustrate, the Model Nonprofit Corporation Act, which has been adopted in many states, states:
(a) Except as provided in subsection (b), the articles of incorporation, or the bylaws, a quorum of the board of directors consists of a majority of the directors in office before a meeting begins.
(b) The articles of incorporation or bylaws may authorize a quorum of the board of directors to consist of no fewer than the greater of one-third of the number of directors in office or two directors.
3. Parliamentary law. The body of parliamentary procedure adopted by the church also may be relevant, especially for unincorporated churches that have not defined a quorum in their governing document. To illustrate, Robert’s Rules of Order, Newly Revised (10th ed.) states:
In the absence of a quorum, any business transacted is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society’s rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately.
The only action that can legally be taken in the absence of a quorum is to fix the time to which to adjourn, adjourn, recess, or take measures to obtain a quorum.
