Notice and Quorum Clause for Board Minutes

Notice and Quorum Clause

CO.CA.MM.04

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.

The quorum required for a board meeting is determined by the 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 then the quorum required for meetings of directors must never be less than two, and unless otherwise fixed it is two. The exception is if the company has a sole director, in which case the requirement for a quorum is dispensed with.

This document contains a clause whereby the Chairman of a board meeting declares 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.

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