Also known as: quorum requirements · quorum · quorum rule
Written by attorneys · grounded in primary & secondary sources — see below
A minimum number of members or directors required to be present at a meeting before the body may validly transact business. The requirement ensures that decisions reflect sufficient participation and prevents a small subset from binding the larger group. Governing documents or statutes may raise or lower the default but often impose a floor such as one third of the fixed number of directors.
After the electoral college produced no majority, the House of Representatives convened to select the President under Article II procedures. Members from only twenty states were present. Because members from two thirds of the states were absent, the House lacked a quorum and could not proceed to a vote.
Blasius delivered written consents to expand Atlas's board and elect new directors. Atlas argued the consents were invalid because they bypassed a meeting. The court examined whether the consents satisfied the quorum and voting rules that would have applied at a formal shareholder meeting.
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AFSCME submitted a bylaw proposal requiring reimbursement of proxy expenses. CA argued the proposal improperly mandated substantive board decisions. The court analyzed whether the bylaw regulated only the process of board action and therefore respected the quorum and voting rules governing board meetings.
A bank director approved a loan to his family company without full disclosure. The court reviewed whether the transaction could be ratified only if a quorum of disinterested directors was present and approved it after proper disclosure.
AUC's board delegated authority to UDC to manage tribal claims. Members challenged whether the delegation satisfied the quorum rules in the mixed-blood constitution for binding group action on asset claims.
Sun acquired shares and filed a Schedule 13D stating it might seek board representation. The court examined whether Sun's disclosures adequately informed shareholders about potential changes that could affect future quorum and voting dynamics at company meetings.
Unless the articles or bylaws provide otherwise, a quorum consists of a majority of the fixed number of directors. The bylaws may set a different number but cannot go below one third of the fixed board size.
Supporting sources
Yes. A quorum for a dissolution vote consists of a majority of the votes entitled to be cast on the proposal unless the articles require more. Once a quorum is present the proposal passes with a majority of votes entitled to be cast.
Supporting sources
Yes. Modern statutes permit the articles or bylaws to set a lower quorum provided it is not less than one third of the fixed number of directors.
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…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…