When voting within a board, members' meeting or shareholders' meeting, there are generally no rules on how many people must be present at the meeting. This means that it is possible that if all the notice requirements for a meeting have been complied with and only one person shows up, that person can take all the resolutions on the items on the agenda.
Many articles of association contain requirements to ensure that at least a certain proportion of persons entitled to vote must be present or represented when decisions are taken. This may apply in respect of certain resolutions and sometimes in respect of all resolutions.
For BVs and NVs, this applies - if there is no deviating provision on this in the articles of association - a second meeting rule. This makes it possible, if the quorum is not reached at the first meeting, to convene a second meeting at which votes can then be cast independently of the number of persons present. Please note that the second meeting can only be convened if it has first been established that the quorum is not present. Calling both meetings at once is not permitted.
For other legal entities, such a second meeting option only applies if it is included in the articles of association. If this is not the case, it may mean that certain resolutions can never be taken because the number of persons entitled to vote at meetings is structurally too low.
Besides regulations regarding a quorum, you will also come across regulations regarding an enhanced majority. An enhanced majority exists if more than half must vote in favour. For example, two-thirds or three-fourths. In articles of association, this is also referred to as percentages.
For more information on the possibilities and impossibilities of a quorum, please contact us. We will be happy to help.
