What Is a Quorum? How Boards Make Valid Decisions

A quorum is the minimum number of members who must be present at a meeting for the proceedings to be valid. It exists to prevent a small group of directors from making decisions that don’t represent the wider board.

What counts as a quorum in your organisation will be set out in its governing documents, such as its constitution, bylaws, or other rules. In some organisations a quorum is a majority or supermajority of board members.

How quorum is defined

A quorum can be defined as a percentage of total board membership, such as two-thirds or three-quarters, or as a fixed number of members. If the board size is expected to change, or you regularly have empty board seats, defining a quorum as a percentage is usually more practical than a fixed number.

Common approaches include:

• A simple majority of directors (e.g. 4 out of 7)
• A fixed number specified in the constitution (e.g. “not fewer than 3 directors”)
• A fraction of the total board (e.g. one-third)

The threshold you choose should reflect how your board operates in practice. A board of five that regularly has one or two apologies needs a different quorum than a board of fifteen where most directors attend.

Why quorum matters

Requiring a minimum number of directors to be present means decisions are not made by a handful of people who might put their own interests ahead of the organisation’s. A well-set quorum means the directors in the room are broadly representative of the full board.

A quorum also encourages participation. When directors know a minimum attendance threshold must be met, they are more likely to attend and engage in the discussion. This leads to better-informed decisions based on the collective knowledge and experience of the board.

What happens when quorum is lost

If a meeting starts with a quorum but directors leave during proceedings, the meeting may lose quorum. Once quorum is lost, any decisions made after that point may not be legally valid.

In this situation, the chair should pause proceedings and either wait for the required number to be reached or adjourn the meeting. Some constitutions allow the meeting to continue for discussion purposes only, with formal decisions deferred to the next meeting or handled by circular resolution.

Boards that regularly lose quorum mid-meeting have a structural problem — either the threshold is too high, meetings are running too long, or director attendance is inconsistent. Address the root cause rather than working around it.

Quorum for board meetings vs general meetings

The quorum rules for board meetings and general meetings (such as an AGM) are usually different and set separately in the constitution.

Board meeting quorum is typically expressed as a number or fraction of directors. General meeting quorum is expressed as a number or percentage of members. In a large membership organisation, the general meeting quorum might be as low as 10 or 20 members, while the board meeting quorum might be a majority of directors.

Quorum in virtual and hybrid meetings

Most modern constitutions and legislation now allow directors to participate in meetings by telephone or video conference. A director participating remotely generally counts towards quorum, provided the constitution or bylaws permit remote attendance and the director can hear and be heard by all other directors.

If your constitution was drafted before remote meetings became common, it may not explicitly allow remote participation to count for quorum. Review your governing documents and update them if needed.

Quorum requirements by jurisdiction

Australia. The Corporations Act 2001 (s 248F) provides a replaceable rule that a quorum for a directors’ meeting is two directors, unless the company’s constitution specifies otherwise. For incorporated associations, quorum requirements vary by state legislation. The ACNC Governance Standards expect registered charities to have a quorum provision in their governing documents.

New Zealand. The Companies Act 1993 sets the default quorum for board meetings at a majority of directors. The Incorporated Societies Act 2022 requires societies to specify quorum in their constitution.

United Kingdom. The default Model Articles under the Companies Act 2006 set the quorum for directors’ meetings at two (Article 11, Companies (Model Articles) Regulations 2008). Charities should specify quorum in their governing document, and the Charity Commission expects this as part of good governance practice.

Setting the right threshold

Getting the quorum threshold right matters. Set it too high and it may be hard to reach, delaying decisions. Set it too low and decisions may not reflect the views of the full board.

A quorum requirement can also be used tactically. A small group opposed to a particular decision can prevent a quorum from being reached, blocking the decision entirely. This is sometimes legitimate when a decision is particularly contentious, but it can also be used to stall action on matters that need a prompt response.

Set your quorum at a level that is achievable but still produces decisions the full board can stand behind. Review it periodically — if the board size changes, the quorum should be reviewed too.

Related Terms

Majority

Bylaws

Circular Resolution

Governance

Minutes

Additional Resources

Pulling in the Same Direction — How to be an Effective Board

Practical Ways to Improve Boardroom Dynamics

AICD — Directors’ Meetings (Director Tool)