Quorum Legal Definition:

The minimum number of voting members that must be in attendance at a meeting of an organization for that meeting to be regularly constituted.

A quorum is the number or proportion of the members of an organization that must be present in order to transact any business.

A meeting cannot start or transact business until there is a minimum number of voting members, a quorum. Without a quorum, the meeting is never properly constituted; it cannot transact business validly.

Any business transacted where a quorum is not present is null and void except for one item and that is a motion to adjourn.

The quorum requirements for organizations varies greatly and is usually set proportionate to the average number of members. Organizations want to avoid having business transacted in the absence of a minimum numbers of members but at the same time, do not want to prevent or delay work by setting too high a quorum.

Almost all organizations and government bodies specify the quorum of their organizations within the statute that creates the body.

For example, in British Columbia, the Business Corporations Act, 2002 SBC Chapter 57, at §172(1) provides:

“The quorum for the transaction of business at a meeting of shareholders of a company is (a) the quorum established by the memorandum or articles, (b) if no quorum is established by the memorandum or articles, 2 shareholders entitled to vote at the meeting whether present in person or by proxy, or (c) if the number of shareholders entitled to vote at the meeting is less than the quorum applicable to the company under paragraph (a) or (b), all of the shareholders entitled to vote at the meeting whether present in person or by proxy.”

All companies have quorum specifications, for the larger corporations such as Microsoft, to the smaller one person companies, which have a quorum of one.

Declaring a quorum is a standard and mandatory observation and declaration at the start of a meeting by the chair. From that point on, a quorum is presumed to continue.

A chair can wait a reasonable time to try to establish a quorum.

At any time during a meeting, a member may raise the absence of a quorum in which case, the chair must once again count voting members present to determine if quorum is absent or present. If, then, upon the count being demanded, quorum has been lost by the departure of a number of members since the start of the meeting, the meeting must be adjourned with no further business being transacted.

The above general quorum rules are particularly susceptible to variance within the by-laws or rules of any given organization. Such documents should be consulted in order to determine the precise quorum rules applicable to any given organization.

In the consideration of quorum issues, care must be given to the principle that proxies are not counted as well as the advent of statutory authority for attendance by electronic means such as this at §22 of the Standards Council of Canada Act:

“A meeting of the Council or a committee of the Council … may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.”

REFERENCES AND FURTHER RESEARCH OR READING:

  • Kerr, K. and King, H., Procedures for Meetings and Organizations (Toronto: Carswell, 1996)
  • Nathan, H., Wainberg’s Company Meetings (Toronto: CCH Canadian Ltd., 1998), pages 41-44.
  • Nathan, H. and Voore, M., Corporate Meetings: Law and Practice (Toronto: Carswell, 1995)
  • Re Romford Canal Company 24 Ch. 85 (1883)
  • Robert, H., Robert’s Rules of Order, 10th Edition (Cambridge, Mass.: Perseus Publishing, 2000)
  • Standards Council of Canada Act, R.S.C. 1985 Chapter S-16
  • Taggart, W. J., Horsley’s Meetings – Procedure, Law and Practice, 2nd Edition (Sydney: Butterworth, 1983)

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