In some of my past posts, I have shared some views on validity of decisions, especially as they relate to issues of quorum. It is my humble opinion that beyond consideration of a quorum as one of the procedural drivers of decision making, it would be useful to discuss some dynamics.

The quorum, being the minimum number of members required for transaction of business and decision making, entails that the minimum quorum has authority to act and make decisions on behalf of the collective. This is so in the case that the members in the excess do not attend a meeting. By the nature of this method of transaction of business, “collective responsibility” for the decisions made by a quorate meeting applies. A member acting individually cannot overturn a decision made by a quorate meeting. They could perhaps, move a motion to review the decision, which in itself must be supported and considered by a quorate gathering.

Often, there are instances when the role of the Chairperson of the governing body is required to perform certain functions on behalf of the governing body in relation to a third party to the governing body be it internal or external. Key to remember is that generally, the Chairperson would make such communication on behalf of the governing body and not individually. It is important to also highlight the fact that the constitutional instruments of the organisation may provide instances where the Chairperson is delegated the authority to use his/her judgement to make a decision on behalf of the governing body. An example may be some administrative issues regarding the CEO who reports to the Board of Directors. The governing body may authorize the Chairperson to approve leave, travel and so on. Further, the Chairperson may be delegated authority to make decisions in crisis situations which would be later ratified by the collective. If one is not a member of the governing body and is simply in attendance by invitation, they cannot form part of the quorum or participate in decision making. This includes any invited third parties such experts, members of management and so on.

The question that may arise is what happens in a situation where the governing body is further divided into Committees? Do the regulations regarding quorum and decision making apply in the same way? Committees of a governing body are established to create efficiencies in the operation of the governing body by creating specialized groups to oversee different aspects of the organization operations. The Committees are given terms of reference that prescribe the levels of delegation given by the governing body as a collective. Critical in this discussion is to examine whether the authority delegated to the Committees is restricted to making recommendations or to make final decisions on behalf of the collective governing body.

Join me for Part 2!