Also known as: quorums · quorumless
Written by attorneys · grounded in primary & secondary sources — see below
A minimum number of members of a deliberative body who must be present to transact business.
After the electoral college deadlocked, the House of Representatives convened to select the President. Representatives from thirty-four states appeared on the floor. With members present from two-thirds of the states, the body proceeded to ballot and elected the candidate who secured a majority of state votes.
Quasar Technologies maintained a ten-director board. Its bylaws set a quorum at one-third of the directors. Four directors attended the special meeting and approved closing an unprofitable division. The shareholder suit failed because the four attendees satisfied the bylaw quorum.
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Blasius Industries directors faced a consent solicitation seeking board control. Unable to assemble a full quorum by telephone on the first day, they convened the next day with enough members present. The board then amended the bylaws to enlarge the board and filled the new seats.
Sun and its subsidiary held over twenty-five percent of the target company's shares. At the special meeting called to consider a merger, holders of a majority of outstanding shares appeared. The meeting therefore possessed a quorum and could transact the proposed business.
The AUC board called a special meeting to approve articles for a new distribution corporation. Forty-two of forty-seven members attended and voted. Because a quorum was present, the forty-two-to-five vote validly authorized the new entity.
A corporate litigation committee submitted its report to the full board. At the sparsely attended board meeting, three directors constituted a quorum under the bylaws. A majority of those present adopted the committee recommendation and authorized the motion to dismiss the derivative suit.
A majority of the fixed number of directors forms the quorum unless the articles or bylaws validly set a different number no lower than one-third of the board. Once a quorum is present, board action requires only the affirmative vote of a majority of directors present unless a greater vote is required.
Yes. The Model Business Corporation Act permits articles or bylaws to fix a quorum at any number not less than one-third of the fixed board size. A one-third quorum therefore meets the statutory floor and allows the board to act when that fraction attends.
No corporate action may be taken. Directors present may adjourn the meeting but cannot approve resolutions or bind the corporation. Any purported action taken without a quorum is void.
A quorum exists when holders of a majority of votes entitled to be cast on the proposal are represented at the meeting. Once that threshold is met, the proposal passes if approved by a majority of votes entitled to be cast, unless the articles require more.
A director may waive notice by signed writing delivered to the corporation. Attendance and participation without objection also waives the defect, but a verbal objection at the outset prevents waiver even if the director remains and votes.
…act on their conclusion) “that we should add at least one and probably two directors to the board ...” (Tr. 85, Vol. II). A quorum of directors, however, could not be arranged for a telephone meeting that day. A telephone meeting was held the next day. At that meeting, the board voted to amend the bylaws to increase…