What is a quorum at a meeting and why is it important?

A quorum refers to the minimum number of shareholders (if a shareholders meeting) that must be represented at a meeting to conduct business. If it is used with respect to a director’s meeting, it refers to the number of directors that must be present at the meeting in order to conduct business.

A quorum usually means a majority (more than 50%). However, the articles of incorporation or bylaws of a corporation can increase or decrease quorum requirements for certain types of action. For example, the bylaws could say that only 1/3 of the directors are needed to constitute a quorum for the purposes of taking a specific type of action.

If less than 1/3 attend the meeting, they cannot officially vote or take corporate actions because they do not have a quorum. Or the articles of incorporation might require all outstanding shares to be represented at a shareholders meeting to vote on a resolution to authorize a corporation merger with another corporation. A corporation’s articles of incorporation or bylaws.