What is a Board Meeting Quorum

What Is a Board Meeting Quorum?

A quorum is the minimum number of board members who must be present at a meeting for its proceedings to be valid.

According to Investopedia,

"A quorum is a minimum level of interest or attendance required before an official meeting or action can take place.”

It’s important to distinguish between a quorum and a vote. A vote may only take place because a quorum is present. In short: no quorum, no valid meeting - and therefore no valid decisions or resolutions.

Quorum Requirements in Board Meetings

In company board terms, a quorum is the smallest number of directors who must attend for the meeting to be officially recognised, as outlined in the company’s Articles of Association or governing documents.

In many jurisdictions - including the UK - a common default is that a quorum requires a simple majority (i.e., more than half) of the total number of directors.

For example, if a company has 6 directors, a quorum would typically be at least 4 present.

Your organisation’s specific requirements for quorum should be clearly detailed in its governance documents.

Legal Considerations (UK Context)

Under the UK Companies Act 2006, there are no fixed rules for quorum, but the Act defers to the company's Articles of Association. In the absence of a specific provision, Model Articles typically set the quorum at two directors.

Additionally:

• A quorum must be present throughout the entire meeting.

• A director who is conflicted on a particular issue (for example, due to a financial interest) may be excluded from quorum calculations for that agenda item, depending on what the Articles state.

• Any votes taken without a quorum are invalid, and resolutions passed in such a context have no legal effect.

Why Is a Quorum So Important?

Board decisions are legally formalised through resolutions. These are only valid if:

1. The meeting was properly convened;

2. A quorum was present;

3. The resolution was passed with the required majority vote.

Without a quorum, no resolution - no matter how unanimous - can carry legal weight. Ensuring a quorum protects the integrity of corporate decision-making and helps prevent decisions being made by too few people or without sufficient oversight.

[Updated: May 2025]