What happens if a general meeting has no quorum?

The short answer

If your rules require a quorum and it is not met, the meeting cannot validly decide its business. What happens next is set by your bylaws, or by the law for your legal form: typically the meeting is adjourned, or a new meeting is called with fresh notice. Some bylaws let that second meeting decide with a lower quorum, or none.

In this article, “bylaws” means your governing document: bylaws, articles of association or statutes.

Step 1: check that a quorum applies

Not every organisation has one: some laws set a default quorum, others leave it entirely to the bylaws. If neither sets one, low attendance does not stop the meeting; our article on how many a quorum is shows where to look.

Step 2: what the meeting may still do

Where a quorum is required, an inquorate meeting usually has very limited powers. The UK model articles for private companies limited by shares are a clear example: article 38 says that no business other than the appointment of the chair is to be transacted at a general meeting if the persons attending do not constitute a quorum.

Your bylaws may be stricter or looser. Read them for three things: what an inquorate meeting may still do, who decides to adjourn, and how long to wait for latecomers.

Step 3: adjourn, or call a new meeting

Adjournment

An adjournment pauses the same meeting and continues it later. Article 41 of the same model articles sets out the procedure:

• If a quorum is not present within half an hour of the time the meeting was due to start, or if a quorum ceases to be present during the meeting, the chair must adjourn it.
• When adjourning, the chair must either name the time and place of the continuation, or state that the directors will fix them.
• If the continuation is more than 14 days after the adjournment, the company must give at least 7 clear days’ notice of it.
• No business may be transacted at the adjourned meeting that could not properly have been transacted at the original one.

That last rule matters. An adjournment continues the original agenda; it is not a chance to add new items.

The first rule matters too: a meeting can open with a quorum and lose it as people leave. Check attendance again before each vote, especially before the items late in the agenda.

A new meeting

Some bylaws handle a failed quorum differently: the board calls a new general meeting, with full notice, on the same agenda. Some then lower the bar for that second meeting, for example by letting it decide by majority of those present regardless of attendance.

Whether a second meeting may decide with a lower quorum depends entirely on your bylaws. If they say nothing, do not assume it can: read the clause, or take advice. If your bylaws do allow it, check:

• whether the notice must say that the meeting is a second meeting and that the lower quorum will apply;
• whether the lower quorum covers every item, or only the items that failed at the first meeting;
• any minimum or maximum time between the two meetings.

What to record

Whatever your rules say, the minutes should let a reader reconstruct what happened. Record:

• the time the meeting was due to start, and the time the chair established that there was no quorum;
• how many were present, and how many were represented, measured the way your bylaws count;
• the quorum your bylaws require, and the provision it comes from;
• what the chair did: adjourned (to when, or “to a time to be fixed”), or closed the meeting so a new one can be called.

Making a quorum easier to reach

Most quorum problems are attendance problems. Three things help, within what your bylaws allow:

1. Proxies. Where your bylaws or the law count members represented by proxy, appointed proxies help make up the quorum. In the UK, section 318 of the Companies Act 2006counts a member’s proxy as a qualifying person. Proxies usually have to meet form requirements: under the Danish Companies Act, the proxy must present a written and dated proxy (selskabsloven § 80). Collect proxies early, and check them before the meeting.
2. Notice that people read. Send the notice early, with the agenda and the practical details, and a reminder before the meeting.
3. Ways to attend. If your bylaws allow members to attend electronically, members who cannot travel can still be counted. Whether they may is a question for your bylaws and the law for your legal form.

Where Assembley fits

Assembley calculates quorum against the figure you configure for the meeting. Where your bylaws allow proxies, the organisation registers each proxy, or lets members appoint their own, and the holder casts every vote they carry from one link. The quorum figure and the rules on what counts come from your bylaws: Assembley does not set them.

Checklist

• We know whether our law or bylaws require a quorum at all.
• We know what an inquorate meeting may still do, and how long to wait for latecomers.
• We know whether to adjourn or call a new meeting, and the notice each needs.
• We know whether our bylaws allow a second meeting with a lower quorum, and what its notice must say.
• Proxies are collected and checked against the form our rules require.
• Attendance is checked again before each vote.
• The minutes record attendance, the required quorum and what the chair did.

This article is general information, not legal advice. Check the rules that apply to your organisation.