What is a Board Meeting Quorum

What Is a Quorum?

Investopedia defines a quorum as:

“A quorum is a minimum level of interest or attendance required before an official meeting or action can take place.”

It is important to differentiate the term quorum from a vote. A vote can only take place once a quorum is present.

In company board meeting terms, a quorum refers to the minimum number of board members required to be present in order to hold a valid, properly constituted meeting, as stated in the company’s Memorandum of Incorporation (MOI) or other founding documents.

In general, under South African law, the default requirement for a quorum is a simple majority of directors. The law also provides that if a director has a personal financial interest in a matter on the agenda, they must declare the interest and recuse themselves from the meeting during the discussion and any vote on that matter.

Role of a Quorum in Company Board Meetings

In South Africa, a company, as defined by the Companies Act 71 of 2008, is governed and managed by its board of directors.

It is the duty of the board of directors to oversee the affairs, assets, and individuals within the organisation they serve. Decisions regarding the management of the organisation are communicated and recorded as resolutions. For any action to be taken based on a board decision, the resolution must be put to a vote.

For a resolution to be legal and binding, it must be passed by a majority vote of a quorum, at a properly constituted board meeting.

[Updated: May 2025]