TOPIC 1 :

PRINCIPLES OF MEETING AND

QUORUM
LEARNING OUTCOME

1. Define meeting and quorum

2. List and explain principles of quorum
3. Explain common law principles
4. Elaborate the purpose and objective of quorum
What is Meeting?
“It may be defines as gathering or assembling or getting together of a number of persons for transacting any lawful
business”. A meeting is when two or more people come together to discuss one or more topics, often in a formal or
business setting, but meetings also occur in a variety of other environments. Many various types of meetings exist.

◦ There must be at least two (2) persons to constitute a meeting.

◦ The business of the meeting is conducted in the form of resolutions proposed or passed.
The SIX (6) general types of meeting

Information Sharing Decision Making

Status Update Meeting
Meeting Meeting

Problem Solving Team Building

Meeting Meeting
1. Status Update Meeting

◦ Most common meeting types. This category includes regular team

and project meetings, where the primary goal is to align the team via
updates on progress, challenges, and next steps. Commonly found
group activities in these kinds of meetings are problem
solving, decision making, prioritization, and task assignment.
2. Information Sharing Meeting

◦ Presentation, panel debates, keynotes, and lectures are all examples of

information sharing meetings. The primary goal of these meeting is
for the speakers to share information with the attendees. This could be
information about things like upcoming changes, new products and
techniques, or in depth knowledge of a domain. Visual
communication tools, like slides and videos, are powerful tools for
making the shared information more memorable
3. Decision Making Meeting

◦ The vast majority of business decisions are made by

groups in meetings. In all kinds of meetings, the
more important decisions often get their own
dedicated meetings. A decision making process can
include group processes like information gathering
and sharing, brainstorming solutions, evaluating
options, ranking preferences, and voting.
4. Problem Solving Meeting

◦ Problem solving meetings are perhaps the most complex and

varied type of meetings. Whether the meeting is addressing an
identified problem, or it is focusing on creating strategies and
plans to navigate the future, there are a group processes that can
be used. Scopes and priorities need to be defined, opportunities
and threats need to be identified, and possible solutions should be
brainstormed, evaluated, and agreed upon.
5. Innovation Meeting

◦ Innovation meeting and creative meetings often start with thinking

outside the box, by brainstorming, associating, and sharing ideas in a
broad scope. Meeting participants can then use various techniques
and processes to reduce the diverse pool of ideas to a more focused
short list. Through ranking, evaluations, and decision making the
most suitable idea, or ideas, are identified, and recommendations and
tasks can be assigned based on this types of meeting.
6. Team Building Meeting

◦ All meeting should contribute to team building, strengthening

relationships and corporate culture. However, now and then team
building, activities should be the main focus for a meeting. This
category include meetings like include all-hands meetings, kick-off
meetings, team building outings, and corporate events. Have
participants feel like essential parts of their unit, team, department,
branch, and company has all kinds of positive impact on their
engagement, performance, and satisfaction.
 What is Quorum?

◦ Quorum is the minimum number of members required to

attend a meeting and transact business validity. In other
words, it is the minimum number of members who must
be present at a meeting for the purpose of transacting
business validity. A quorum normally consists of a group
that is considered as large as possible to be depended on
to attend all corporate meetings, which is a qualitative
assessment.
Principles of Quorum
As it may be difficult to attract a majority of members to the meetings of some organizations, the quorum
commonly set at a fraction (less than half) of the membership, or at a fixed number of members. However,
for an organization’s executive committee it is common to find the quorum set at one more than half the
number on the committee.

At any time during a meeting, any member or the meeting chairperson, may question whether a quorum is
present. Such a “call for a quorum” takes precedence over all other business. If there is no longer a quorum
the meeting is said to be ‘inquorate’ unless absent members can be called back into the meeting and must
be closed and the reason for the closure noted in the minutes.
Some common law principles
◦ A meeting cannot commence, continue or make lawful decisions unless the required quorum is present.
◦ If no quorum is prescribed at common law, the quorum is a majority (over half) of the membership of the
organization.
◦ A meeting cannot unless the quorum is present in person when it is said to ‘quorate’, nor can it continue
if the quorum is lost during the meeting.
◦ Unless the rules provide otherwise, a member represented by a proxy or declaring an interest is not
counted in the quorum.
◦ The business conducted at a meeting held without a quorum being present is invalid.
◦ Anyone who deliberately withdraws from a meeting to remove quorum will not be entitled to challenge
the resulting lack of o quorum
Purpose of Quorum
The purpose of he quorum provisions is to ensure a minimum number of registered proprietors are
personally present at any such meeting. If ‘voting power’ in this context included proxy (A proxy is a
person who is designated by a member of a company to attend a general meeting and vote in place of that
member) votes then all such meetings would required only one person, not necessarily a registered
proprietor, holding seven proxy votes to constitute a quorum.
Objectives of Quorum
◦ It is a forum for self-protection
◦ It become a forum for appointment of directors, auditors of their choice which will safeguard them from
possible manipulation.
◦ To conduct business in a much better way.
◦ To enable members, as early as possible, to know the progress of the company since its incorporation and
also its present position and future prospects.
◦ To provide an opportunity to the members to discuss any matters arising out of the statutory report or
relating to the formation of the company.
◦ To help members to know one another.
Fixing a Quorum
Proceeding at General Meetings
◦ If the quorum is not present within half an hour of the scheduled time of the meeting, the meeting will
stand adjourned to the same day in the next week at the same time and place.
◦ If at the adjourned meeting also the quorum is not present within half an hour of the scheduled time of
the meeting, the members present will form the quorum.
◦ In the case of general meeting called by the requisition, if there is no quorum within half an hour of
the scheduled time of the meeting, the meeting stands dissolved. It cannot be adjourned.
◦ In the case of a meeting held under the order of the company law board, the quorum is determined by
the company law board.
◦ Any business transacted at the general meeting without the quorum is invalid.
Proceedings for a Board Meeting

◦ In this context, it may be noted that the rule of disinterests quorum applies only to board meetings. It
does not apply to a general meeting.
◦ In the case of a board meeting, the quorum must be present not only at the commencement of the
meeting, but also throughout the meeting.
◦ In the case of a board meeting also, if there is no quorum within half an hour of the scheduled time of the
meeting, the meeting will stand adjourned.
◦ Any business transacted at a board meeting without quorum will be invalid.
Tutorial (1 1/2hour)
1. Define the term ‘Meeting’

2. Explain what is Quorum and its purposes?

3. Identify FIVE (5) common law principles in relation to a quorum.

4. State FIVE (5) objectives of a quorum.

5. When fixing a quorum,

1. Identify the proceeding of general meetings.

2. The proceedings for a board meeting.