From the Company Secretary's Desk

A quorum is the minimum number of members required by law, Articles or the Charter of a group or entity that must be present at a meeting to transact business. According to Wikipedia, “a quorum is the minimum number of members of a deliberative assembly necessary to conduct the business of that group”. Roberts Rule of Order states that “a quorum should be as large a number of members as can reasonably be depended on to be present at any meeting except in very bad weather or other unfavourable condition.”

Typically, the Board Charter or Articles of Association of the Company specifies the quorum for a meeting. However, in the absence of any specific provision in the Board Charter or Articles, reference is usually made to the provisions of the Companies and Allied Matters Act 2004 (CAMA).

Section 264 of CAMA provides that “unless the Articles otherwise provides, the quorum necessary for transaction of the business of directors shall be two where there are not more than six directors, but where there are more than six directors, the quorum shall be one third of the number of directors, and where the number of directors is not a multiple of three, the quorum shall be one third to the nearest number”.

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• From the Company Secretary's Desk