Which statement about board quorum is correct?

Which statement about board quorum is correct?

• A. Quorum is a fixed number in the charter
• B. Quorum is the majority and cannot be changed
• C. Quorum is the majority of directors, and can be reduced to 1/3 by certificate or bylaw
• D. Quorum is two-thirds of directors

Answer: (C)

Quorum is the minimum number of directors who must be present to transact business. The standard rule is that quorum equals the majority of directors. Importantly, that threshold can be changed by the charter or bylaws, but not below one-third of the directors. So, the accurate statement is that quorum is the majority of directors, and can be reduced to one-third by certificate (of incorporation) or bylaw. For example, with eight directors, the default quorum would be five; if the bylaw lowers it to three, three directors could constitute a quorum.

Quorum is the minimum number of directors who must be present to transact business. The standard rule is that quorum equals the majority of directors. Importantly, that threshold can be changed by the charter or bylaws, but not below one-third of the directors. So, the accurate statement is that quorum is the majority of directors, and can be reduced to one-third by certificate (of incorporation) or bylaw. For example, with eight directors, the default quorum would be five; if the bylaw lowers it to three, three directors could constitute a quorum.