Quorum

A quorum is the number of persons or units of equity that must be present at a meeting of a governing body of a company in order for the body to take action. In corporations, meetings of shareholders, directors and committees will have requirements for quorums. In limited liability companies, meetings of members, managers and committees will have quorum requirements.  Generally, a majority of the total membership of the governing body constitutes a quorum; however, such requirements can vary by entity type, governing body and by jurisdiction. Once quorums are established, a governing body can take action by adopting resolutions and taking up other business. Some statutory defaults, such as Oregon’s corporate code, provide that once a share is counted as present for the purposes of determining a quorum, the share is deemed present for the remainder of the meeting and for any adjournment of the meeting. A general default rule regarding quorums is that once quorums are established, only a majority of the members present at the meeting is required to take action, even if the ultimate number of members approving the action is less than an overall majority of the group. Governing bodies should look to describe clear rules regarding quorums and voting at the outset.