Quorum is the minimum number of trustees who must be present before your board can make valid decisions. If a meeting is inquorate — short of that number — any decisions made "are not valid and could be challenged," in the Charity Commission's own words. Check your governing document first: it should state your quorum number. If it's silent, the Commission's fallback is one-third of your trustees plus one — so a board of twelve needs five. Only trustees count towards that number, never staff, advisers, or beneficiaries in the room.
What counts as your quorum
Start with your own governing document — your charity's constitution, articles, or trust deed. The Charity Commission's guidance on meetings, CC48, is clear on the hierarchy: check what your own rules say before you reach for any general guidance, including this one.
Only trustees count. CC48 is direct on this: "You must make sure that only trustees are counted towards the quorum you need to make valid decisions at a trustee meeting." Your chief executive, a co-opted adviser, your accountant, or a beneficiary representative might all be validly in the room and contributing usefully — none of them counts towards the number, however senior or well-informed they are.
If your governing document doesn't set a quorum number, or you can't act on it in time, CC48's fallback is one-third of all your charity's trustees, plus one. Its own example: a charity with twelve trustees in total needs five present to be quorate. Treat this as a stopgap, not a permanent fix — if your governing document is silent or unworkable, the right move is to amend it (more on that below), not to lean on the fallback meeting after meeting.
Get the number right before you need it. Work out your quorum from your total trustee count — not from who usually turns up — and write it on the agenda every time. If you don't know the number cold before people start confirming or dropping out, you're doing the arithmetic under pressure at exactly the wrong moment.
Tonight: you're short — what to do now
This is the sequence for the moment it happens — three confirmed, two gone quiet, and you're not sure the meeting can go ahead.
1. Check you're actually short. Count only trustees — cross everyone else off the list first. It's easy to panic-count a full room and forget that your treasurer's assistant, your two staff observers, and the visiting funder don't touch the number. Write down who's a trustee and tick them off against your quorum figure. Sometimes the meeting is fine and the anxious moment was just an unclear headcount.
2. If you're genuinely short, adjourn. Don't run the meeting anyway "informally" or "to save time" — anything decided won't count. Say it plainly to the room: "We don't have quorum tonight, so we can't make formal decisions. I'm adjourning this meeting and we'll reconvene on [date] to finish the agenda." Check your governing document for how it wants adjournment handled — some specify who can call it and what notice the reconvened meeting needs. When you do reconvene, the chair should briefly recap the minutes from the adjourned meeting before picking up where you left off.
3. Know what you can still do without quorum. An inquorate meeting isn't a wasted evening. You can:
- Discuss every item on the agenda as normal — hear the finance report, talk through the proposal, raise concerns.
- Take soundings — get a feel for where people are leaning, so the vote at the reconvened meeting is quicker.
- Prepare items for ratification — draft the wording of a decision so it's ready to formally agree the moment you're quorate again.
4. Know what you cannot do without quorum. You cannot:
- Vote on anything, even informally "just to see."
- Resolve to do something — no minute should record the board as having decided, agreed, or approved.
- Spend money, sign anything, or commit the charity to a contract on the strength of tonight's conversation.
Note in the minutes that the meeting was inquorate, the number present, and what you did instead (discussed, took soundings, adjourned to a date). That record protects the board if anyone later asks what actually happened that evening.
Losing quorum mid-meeting
A meeting that starts quorate can stop being quorate — someone's taxi arrives early, a trustee has to leave for a family reason, the numbers drop below your threshold partway through. The Commission treats losing quorum during a meeting the same way as starting without it: from that point on, you no longer have the standing to make valid decisions, and the trigger is to adjourn.
Don't try to rush through the one decision that was next on the agenda before the door closes behind the departing trustee — that decision, made after the number dropped, is exactly as invalid as one made in a meeting that was never quorate. Note the time the meeting lost quorum, agree a date to reconvene, and pick up the outstanding items there. When you resume, the chair should briefly recap the minutes from the adjourned meeting so trustees who were present the first time — and anyone who's joined since — are working from the same page.
Keep your quorum requirement under review generally, not just when a crisis makes you look at it. A number that worked for a nine-trustee board can quietly become unworkable after two resignations nobody's replaced.
Two edge cases chairs get wrong
A conflicted trustee and the quorum count. If a trustee has declared a financial conflict of interest and withdraws from the discussion, the Charity Commission's guidance on conflicts, CC29, says they should not be counted in the quorum for that item — but check your governing document first, because this is Commission guidance, not an absolute statutory bar, and your own rules may deal with it differently. The sharper problem CC29 flags is what happens next: "You must have enough unconflicted trustees in the meeting when a conflicted trustee withdraws to make the decision." If your board is small and two or three trustees share the same conflict — a family connection to a supplier, say — withdrawing them all can tip you below quorum on that one item, even though the room was quorate a moment before. CC29 is blunt about the fix if this keeps happening: "You may need to appoint new, independent trustees if your charity cannot reach the quorum when a conflicted trustee withdraws."
Virtual and phone attendees. Where your governing document doesn't set its own rule for remote attendance, the Commission's 2024-refreshed guidance sets a minimum: everyone at the meeting must be able to see and hear each other. A trustee dialling in on audio only — no video — risks not meeting that minimum unless your governing document expressly allows telephone-only attendance. If the technology fails mid-meeting, you have a choice: continue if you still have quorum without the dropped attendee, or adjourn if you don't.
Fixing it for good
A one-off inquorate meeting is a bad evening. A pattern of them is a governance problem, and there are three ways to fix it.
Recruit. If you're regularly scraping quorum with a board that's shrunk through resignations nobody's replaced, the honest fix is more trustees, not a lower bar.
Amend your governing document's quorum clause. If your current number is unworkable for the board you actually have, CC48 says you should amend your governing document — and, in most cases, you don't need the Charity Commission's authority to do it. A quorum clause written for a fifteen-trustee board of ten years ago is a liability if you're now down to seven.
Lock the date early and protect it. Most inquorate meetings aren't caused by an ungovernable crisis — they're caused by a date nobody defended against the usual pressures of work, holidays, and family life. Set the next meeting date at the end of the current one, while everyone's diary is open in front of them, rather than by email negotiation three weeks later.
Mistakes to avoid
Pushing the vote through anyway. The single most damaging response to being short is deciding it "won't matter" and voting regardless. It matters — the decision is not valid and could be challenged, and unpicking a spending decision or an appointment made without quorum is far more disruptive than a delayed meeting.
Counting staff or advisers to make the number work. We see this most often with charities that lean heavily on a chief executive or a long-serving finance volunteer — someone whose judgement the board trusts, but who was never a trustee. However valuable their input, they don't count, and rounding them into the quorum figure doesn't survive scrutiny.
Not noting quorum in the minutes. Even a quorate meeting should record the number present against the number required — "8 of 12 trustees present, quorum of 5 met." Skipping this because "we're always fine" is exactly how a board discovers, months later, that nobody can prove a contested decision was properly quorate.
Do this once, then let it run itself. Trustee Meetings is a simple board-meetings tool built for small UK charities. It checks quorum for you at every meeting — trustees mark attending or send apologies, and the minutes get a line like "Quorate: yes — 8 of 12 trustees present" automatically, applying a one-third-of-the-board rule of thumb (rounded up, never fewer than two) while always deferring to your governing document. Free until your first board meeting is done — no card, no clock running. Then £180 a year (or £15 a month), every trustee included. Try it with your board
Frequently asked questions
Can we decide anything at all with no quorum? No formal decision — any decision made without quorum is not valid and could be challenged. You can still discuss items and prepare them for ratification once you're quorate again.
Does the chair count towards quorum? Yes, if the chair is a trustee. Only trustees count towards quorum — there's no carve-out for the chair.
Can we change our quorum number? Yes. Amend your governing document — you usually don't need the Charity Commission's authority to do this. Who approves the amendment (the trustees, or your members at a general meeting) depends on your structure, so check your amendment clause first.
What if a trustee dials in by phone, audio only? Where your governing document is silent, the Charity Commission's minimum is that everyone must be able to see and hear each other. Voice-only attendance risks failing that unless your governing document expressly allows telephone attendance.
How long do we wait before adjourning? The Charity Commission sets no waiting period for trustee meetings. NCVO's well-known 30-minute tip is about member or general meetings, not trustee board meetings — don't transfer it here.
Do staff or advisers ever count toward quorum? No. Only trustees count, regardless of who else is validly in the room — staff, advisers, and beneficiaries may attend and contribute, but they never count towards the number.
This guide covers England and Wales. Scottish charities should check their own constitution and OSCR's guidance; Northern Ireland charities are regulated separately by the Charity Commission for Northern Ireland (CCNI) — check its guidance rather than assuming these rules apply in full.
Before your next meeting, see how to run a charity board meeting, the trustee meeting agenda template, and what should charity minutes include. If conflicts of interest are part of tonight's problem, see the conflicts of interest register. Or browse the full guides library and try it with your board.