VC & PE Glossary
What Is Quorum?
Updated
Definition
Quorum is the minimum number of directors or stockholders who must be present — in person or by proxy — for a board or stockholder meeting to conduct official business and pass valid votes.
Useful for: Founders, Investors
Quorum is the minimum participation required — set in bylaws or charter — before a corporate meeting can legally act on resolutions.
How it works
Delaware startups often require a majority of authorized board seats for board quorum, even if some seats are vacant. Stockholder meetings specify quorum as shares present representing a fraction of outstanding stock. If quorum fails, the meeting adjourns or switches to written consent if permitted. Many venture deals use unanimous written consent instead of live meetings to avoid quorum logistics — but consent sheets still need the right signatures from directors and, separately, stockholders for charter actions.
Investor directors traveling internationally cause real-world quorum gaps; alternates and telephonic participation rules matter.
Why it matters
- Founders: Calendar board approvals before option grants expire or term sheet deadlines hit.
- Investors: Observer seats do not count toward quorum; independent directors sometimes hold swing votes.
- Counsel: Match quorum rules to actual board size after resignations — vacant seats can accidentally raise the bar.
Common mistake
Assuming email agreement equals valid approval. Without quorum at a meeting or proper written consent, the action may be voidable.
Related ideas
/glossary/board-consent, /glossary/protective-vote, written consent, and bylaws.
Related terms
- Board Consent — Board consent is formal approval by the board of directors — usually documented in a written consent or meeting minutes — authorizing corporate actions such as financings, option grants, or major contracts.
- Protective Vote — A protective vote is the investor approval required under protective provisions before a company may take a listed major action. It is the actual vote — or written consent — of enough preferred shares to satisfy the charter threshold.
Common questions
Short answers for founders, LPs, and operators