What is a Board Meeting Quorum

What Is a Board Meeting Quorum?

In corporate governance, a quorum is the minimum number of board members that must be present for a board meeting to be valid and for decisions to be legally binding.

As defined by 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 a quorum from a vote. A board can only vote on resolutions if a quorum is first established.

Quorum in U.S. Board Meetings

The required number for a quorum is typically outlined in a company’s bylaws or articles of incorporation. In most U.S. states, a simple majority of the total number of directors serves as the default quorum unless otherwise specified.

For example, if a board has 7 members, at least 4 must be present to meet quorum requirements. Without quorum, the board cannot vote on or pass any resolutions.

Why Quorum Matters

A quorum ensures that decisions are made with adequate representation and oversight. It helps maintain governance integrity by preventing a small number of directors from making unilateral decisions on behalf of the company.

Conflict of Interest and Recusal

In the U.S., directors with a financial or personal interest in a matter being discussed are typically expected to disclose that interest and recuse themselves from voting. However, their recusal may impact the quorum count—so companies often include specific language in their bylaws to address this.

Summary

To take valid board action, a quorum must be present. Any resolution passed without a quorum risks being challenged and could be considered invalid. Quorum rules are a cornerstone of effective board governance.

[Updated: May 2025]