Simone Lawson
A quorum is the minimum number of voting members required to be present at a meeting to conduct official business and make decisions. While there is no one-size-fits-all formula, a quorum is typically defined as a simple majority of members, which is usually more than 50% of voting members. However, some organisations allow a quorum to be as low as one-third of the board. In other cases, a fixed number of members is required, such as 7 board members, including at least 2 officers. Quorum requirements ensure that a small group of members cannot make decisions that bind the entire organisation without adequate representation and oversight.
| Characteristics | Values |
|---|---|
| Definition | The minimum number of voting members who must be present at a properly called meeting to conduct business in the group’s name |
| Purpose | To ensure that decisions are made with sufficient representation and to prevent a small minority from taking action without adequate oversight or input from the broader legislative body |
| Determination | Quorum can be determined by a percentage of members or a fixed number, or a combination of both. |
| Percentage | A simple majority (50% +1), two-thirds, or 75% |
| Fixed Number | Half of the current number of board members or half plus one member |
| Flexibility | Some bylaws may state that calling in via phone or video conferencing constitutes eligible attendance |
| Absence | If the quorum is not met, the members in attendance can adjourn the meeting and reschedule it for another date |
| Amendments | Boards should exercise caution when amending quorum rules. The proper way is to strike certain words or the whole rule, insert new words or a new rule, and vote on it as one question |
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Government settings
A quorum is the minimum number of members of a group necessary to constitute the group at a meeting. In government settings, a quorum refers to the minimum number of legislators or members required to be present for a legislative body to conduct official business and make valid decisions. This concept applies at various levels of government, from local city councils to national parliaments.
The specific number or percentage for establishing a quorum is usually outlined in an organization’s bylaws or governing documents. State legislatures and local governments often have similar requirements, typically defined in their constitutions or charters. The purpose of a quorum in government is to ensure that decisions are made with sufficient representation and to prevent a small minority from taking action without adequate oversight or input from the broader legislative body.
For example, in the United States Congress, the Constitution specifies that a majority of each chamber (51 in the Senate, 218 in the House of Representatives) constitutes a quorum. In the National Council of Austria, at least one-third of the representatives must be present to decide on a simple law, while at least half of the members must participate for a constitutional law to pass. In the case of the Indian Parliament, at least 10% of the total number of members of the House must be present to constitute a quorum.
It is important to note that the quorum number can vary depending on the type of decision being made. Some organizations may have graduated quorums, with different percentages required for different types of decisions. Additionally, some organizations may allow for a rolling quorum, where members can participate in person or remotely through a conference call or video conference.
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Board meetings
A quorum is the minimum number of voting members who must be present at a board meeting to conduct official business. The quorum ensures that a small number of board members do not take non-representative actions that bind the organisation. The number of members constituting a quorum differs based on the size and framework of the business.
The quorum can be set as a percentage of membership or a fixed number. A quorum may be defined as a ratio, such as "at least 50% of the board members constitutes a quorum", or a fixed number, such as "a minimum of seven board members". Some organisations may require two-thirds of members to be present to achieve a quorum. In the absence of provisions, a simple majority of members is the preferred approach.
The quorum requirement is usually set by the organisation's bylaws. For example, the Northern Illinois University Board of Trustees Bylaws states that "the physical presence of five members of the board shall constitute a quorum". Other laws and organisational bylaws permit as low as one-third of key members to be in attendance for the meeting to proceed.
If a quorum is not met, the board chair should set a new date for the meeting. If a quorum is initially met and then lost, the remaining members can still make decisions, provided that the majority of the quorum approves them.
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Shareholder meetings
A quorum is the minimum number of members of a group necessary to constitute the group at a meeting. In the context of shareholder meetings, a quorum is typically defined as a simple majority (51%) of shareholders or a fixed number. For example, Apple (AAPL) defines its quorum as the majority of shareholders entitled to vote, who may be present in person or by proxy.
The specific quorum requirements for shareholder meetings may vary and are often stipulated in a company's charter or bylaws. For instance, Microsoft (MSFT) has established quorum rules for its shareholders in its bylaws, stating that a quorum is the "majority in interest of all the shares entitled to vote on a matter."
It is important to note that the quorum number should be representative of members in decision-making roles. If a company has ten board members, a quorum could be six board members rather than 51% of every shareholder. This ensures that decisions are well-rounded and balanced, and it prevents a small group of members from having too much power.
In cases where a quorum is not met during a meeting, the existing attendees may still be allowed to take certain actions, such as adjourning the meeting or taking measures to obtain a quorum, like contacting absent members. However, any business conducted without a quorum may not be valid unless ratified at a later meeting where a quorum is present.
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Bylaws
The bylaws of an organization should clearly state what constitutes a quorum and the number of members that make up a quorum. Bylaws are essentially the rules of the organization, and they can be amended by striking out words or entire rules and inserting new ones.
The definition of a quorum is the minimum number of voting members who must be present at a properly called meeting to conduct business in the group’s name. It is important to have a quorum to ensure that a small number of board members do not take actions that bind the organization without adequate representation. While there is no strict number that constitutes a quorum, it is often established as a simple majority of members within an organization. This can be more than 50% of voting members, or a fixed number, such as "7 board members, including at least 2 officers."
Some organizations set a high quorum, such as 100%, to ensure full participation, but this can backfire and the quorum is never reached. It is important to consider the specific needs and realities of the organization when determining the quorum number. The quorum should consist of a number that can be relied upon to attend all meetings.
If a quorum is not present during a meeting, the members in attendance can adjourn and reschedule the meeting for another date. This is an important step to encourage voting members to be present at the next meeting.
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Virtual attendance
The concept of a quorum is applicable to virtual meetings as well. In the case of virtual attendance, the quorum is the minimum number of voting members who must be virtually present at a properly called meeting to conduct business in the group's name. The technology used must enable board members to hear other members who are not physically present and vice versa.
The quorum for virtual meetings can be determined by a percentage of members or by using a fixed number, depending on what works for the organization. For example, a quorum might be defined as "51% of voting members" or "7 board members, including at least 2 officers."
Many state laws set a quorum as a majority of voting board members, but some allow a quorum to be as low as one-third of the board. Some organizations may set a high quorum, such as 100%, to ensure full representation. However, this may backfire, and the quorum may never be reached.
It is important to note that the quorum number should be representative of the members in a decision-making role. Bylaws may also state that calling in via phone or video conferencing constitutes eligible attendance. This allows for flexibility in attendance options and encourages member-wide participation.
In the case of shareholder meetings, most shareholders must attend, typically the majority of those eligible to vote. Shareholders can transact business when a quorum is present until adjourned. If, during the meeting, there are no longer enough shareholders to constitute a quorum, the meeting may continue, and decisions can stand if approved by a majority of the shares required for the quorum.
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Frequently asked questions
A quorum in a US government setting refers to the minimum number of legislators or members required to be present for a legislative body to conduct official business and make valid decisions. This is usually a simple majority of over 50% of members. For example, the US Constitution specifies that a quorum is 51 senators in the Senate and 218 members in the House of Representatives.
A quorum in a board meeting is usually a simple majority of members, but this can vary. Some organisations set a quorum as low as one-third of the board, while others aim for full participation with a quorum of 100%.
Apple defines its quorum as the majority of shareholders in attendance, in person or by proxy, who are entitled to vote on related matters.
A quorum is defined in an organisation's bylaws. While a simple majority is a common definition, some organisations outline a specific number in their bylaws.
The purpose of a quorum is to ensure that decisions are made with sufficient representation and to prevent a small minority from taking action without adequate oversight or input from the broader legislative body.
