The term ‘Quorum’ means the specified minimum number of qualified persons whose presence is necessary for transacting legally binding business at the meeting. The quorum for a meeting of the Board shall be one-third of its total strength (any fraction to be rounded off as one) or two directors whichever, is higher. While determining the total strength, the vacancies are not counted. Again, the directors who are interested in any of the resolutions to be passed at the Board meeting shall not be counted for the purpose of quorum of that resolution.
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If at any time the number of interested directors exceeds or is equal to two-thirds of the total strength of directors, then the remaining directors who are not interested will be the quorum for that item, provided their number is not less than two (Sec. 287). If any special invitee is invited by the Board on any occasion for participating in the deliberations, he is not to be counted for purposes of quorum. The quorum must be present throughout the Board’s meeting (Henderson vs. Louttit). Unless a quorum is present, the business transacted is void.
If a meeting of the Board could not be held for want of quorum, then, unless the articles otherwise provide, the meeting shall auto automatically stand adjourned till the same day in the next week and at the same time and place. Where that day happens to be a public holiday then the meeting stands adjourned to the next succeeding day which is not a public holiday, at the same time and place. If a meeting could not be held for want of a quorum, it shall alright be counted towards the minimum number of meetings which must be held in every year under Section 285 (Section 288).