What is a board quorum?

Board quorum is the smallest number of board members that are necessary for holding a meeting and making decisions. Although the quorum in many cases can be a simple majority, the exact number is determined by the rules and laws of the organization and is usually specified in its bylaws.            

How is the number of members for a quorum determined?

The number of meeting participants that constitute a quorum is usually determined by the company’s articles of association, as well as the specifics of local laws. Typically, a quorum should include more than half of the members of the organization who have the right to vote.

There are cases when the presence of only one particular person is necessary to make a decision. In such a situation, the presence of this member will be a sufficient and necessary condition for a quorum – this is the so-called quorum of one. Suppose the board (council) consists of eight members: then the majority will be five. Thus, you need five members for a quorum.

The presence of a quorum in a meeting should not be confused with the number of votes required for a decision to be considered adopted. That is if you have a quorum of five participants, then, for example, three votes are enough to make a decision.

Deciding on agenda items

The presence of a quorum at the meeting does not guarantee that a decision on each item on the agenda will be made.

To resolve some issues, a majority vote of the total number of votes of the owners participating in the meeting is sufficient, that is, 50% of the total number of votes of all owners in the building +1 vote is sufficient, provided that the meeting has a quorum.

To make decisions related to serious changes, the number of votes of at least 2/3 of the total number of votes of the owners is required, therefore the number of participants in the meeting that provides a quorum may not be enough to make decisions on such issues.

If the quorum is not met

If the meeting is in person and there is no quorum to resolve issues, then several options are possible. The first is the transfer of the vote. The second is holding an absentee meeting to achieve a quorum.

At the same time, the initiators of the meeting need to draw up an act on the absence of a quorum at the in-person meeting and make a decision to hold the meeting in absentia in compliance with all established deadlines.

The absentee part of the meeting is held only for those who did not participate in the in-person part, its duration is determined in advance by the initiator of the meeting and published in the notice of the meeting.

When the voting is over, the votes of all those who voted are counted – both in person and in absentia. The quorum is determined by the results of both parts of the meeting.

Can the quorum be reduced?

In some situations, the quorum may be reduced – this should also be regulated by local legislation and the company’s charter.

For example, in many enterprises, it is possible to reduce the quorum if the issue is resubmitted for consideration.