Board meetings are held by businesses and other organizations that are incorporated and by legal associations, such as a homeowners association. To conduct a valid board meeting, a minimum number of board members must be present, called a quorum. If the quorum requirement is not met, the board meeting cannot be held and any action taken by the board without a quorum present is invalid.
The primary requirements for a board quorum are found in state law and can be further modified by an organization's controlling documents such as bylaws or articles of incorporation. For example, the basic definition under California corporate law for a board quorum is a simple majority of board members. Although an organization's bylaws can specify a smaller number of members for a quorum, the law sets the minimum number at one-third of the authorized number of members or two members, whichever is greater. The only exception to this requirement is a corporation with only one member who is the sole authorized board member.
Loss of Quorum
A board meeting that starts with a quorum of members may lose the quorum when one or more members leave the meeting before it is adjourned. In this situation, the board may continue to discuss business and even approve proposed action for the corporation as long as the number of members remaining to vote is equal to the minimum number of members required to approve action with a quorum present. For example, a board with five members will constitute a quorum with only three members present at a meeting. If one member leaves the meeting, the remaining two members can approve proposed action for the corporation as long as they both agree to the proposed action. This is because two votes are sufficient to approve a proposal when a quorum of three members is present.
Board meetings can be held wherever authorized by the board or bylaws of the corporation. Although meetings are generally planned with the personal attendance of board members in mind, board members do not have to be physically present at the meeting to participate and vote. State corporation laws permit board members to attend meetings electronically - whether by conference call or video -- so long as all members can communicate with each other and join in the discussions.
Less than a Quorum
State laws ordinarily require corporations to have a board that is responsible for the activities of the corporation. In some situations, such as with homeowners associations, the board may not have enough members to constitute a quorum due to lack of interest among the membership or resignation of board members. Regardless of the reason, the board cannot act without a quorum of members, and the only action that the board can take is to obtain additional board members to meet the quorum requirement whether by appointment or special election.