A quorum for board meeting means the minimum number of directors necessary to conduct the business of the company in a meeting of board of directors. Provisions related to quorum of board meeting are now specified in section 174 of Companies Act 2013 which replaced the old section 287 of Companies Act 1956.
As per section 174 of Companies Act 2013, quorum of meeting of board of directors of a company shall be 1/3 of its total strength or 2 directors, whichever is higher.
For this purpose, participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum.
Where at any time the number of interested directors exceeds or is equal to 2/3 of the total strength of the board of director, the number of directors who are not interested directors and present at the meeting, being not less than 2, shall be the quorum during such time.
If due to removal or resignation or for some other reason, the number of directors is reduced below the quorum then the continuing directors may act for the purpose of increasing the number of directors to that fixed for the quorum or of summoning a general meeting of the company and for no other purpose.
Where board meeting not held for want of quorum then unless the articles of the company otherwise provide, the meeting shall automatically stand adjourned to the same day at the same time and place in the next week or if that day is a national holiday till the next succeeding day which is not a national holiday at the same time and place.
The continuing directors may act notwithstanding any vacancy in the Board; but,if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company and for no other purpose.
Please remember, the requirement of quorum as specified in section 174 of Companies Act 2013, can also be increased through article of association. But, you cannot relax the quorum through article of association. This means, article of association cannot reduce the minimum requirement as specified in section 174 i.e. 1/3 or two directors whichever is higher.
