Notice and Quorum Clause

IN LIGHT OF THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023, THIS TEMPLATE IS CURRENTLY UNDER REVIEW. 

A quorum is the number of shareholders or directors who must be present at a meeting to allow proceedings to be validly and effectively conducted.

Use this clause to record that notice has been given and a quorum is present

This document contains a clause for the chairman of a board meeting to declare that sufficient notice of the meeting has been given and that a quorum is present. A quorum is required both at a board meeting and a general meeting of the shareholders.

This clause is usually the first item in minutes of a board meeting.

How to determine the quorum for a board meeting

The quorum required for a board meeting is determined by the company’s articles of association.

• If a company has adopted Table A, then two directors are required for a quorum unless the directors have fixed any other number.
• Alternate directors may count as part of the quorum if the person who appointed them is not present at the meeting.
• If a company has adopted the Model Articles without modification, the quorum required for meetings of directors must never be less than two and, unless otherwise fixed, it is two.
• If the company has a sole director, the requirement for a quorum is dispensed with.

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