What is a quorum?
A quorum is the minimum number of shareholders, directors or members required to be present at a meeting in order for that meeting to lawfully conduct business and pass valid resolutions. Quorum thresholds are set in the corporation’s by-laws, articles or operating agreement, subject to statutory minimums under the applicable corporate law.
Under Delaware General Corporation Law, the default quorum for a shareholders’ meeting is a majority of the outstanding shares entitled to vote, but the charter may set a higher or lower threshold (within statutory limits). For board meetings, a majority of the directors typically constitutes a quorum.