When is a quorum not a quorum?

Dear Agony Uncle,

I hope you can give me a simple answer to a simple question about directors’ meeting quorums. I am a member of a charitable not-for-profit company limited by guarantee. Our constitution states that the maximum number of directors is nine and the minimum is five, and that a quorum is a majority (more than 50%) of directors. Following recent resignations, the current number of active directors is seven.

At the AGM the chair asserted that the quorum required for a directors’ meeting is a majority of the maximum allowable number of directors (nine), and not the number of currently active directors (seven). I would be grateful for confirmation of my view that the quorum is based on the number of currently active directors.

Agony Uncle's answer

My reading would be that the quorum was four (over 50% of seven): a proportion of those directors who exist in the world of reality, rather than of the notional directors in the ideal realm. To put it another way, I would say a quorum is a majority of the members currently entitled to vote.

The contrary opinion, though, would be supported by the test case where all directors had retired except one, when under my interpretation the quorum would be one – which is very probably outside the contemplation of the drafters. Mind you, that would be convenient and should not be ruled out without reflection. I’ve just had a query where nobody would stand at the AGM and the committee had only one member who was therefore eternally inquorate and powerless, a contingency to be avoided if at all possible.

However, Our Community doesn’t offer legal advice – just advice – and if you seek an authoritative ruling on this you’ll have to go to a lawyer and pay for it.

If you get through this, though, think about clarifying matters with a constitutional amendment at the next AGM.

Best wishes,
Agony Uncle.