quorum

Used substantively, quorum signifies the number of persons belonging tc* a legislative assembly, a corporation, society, or other body, required to transact business. There is a difference between an act done by a definite number of persons, and one performed by an indefinite number. In the first case, a majority is required to constitute a quorum, unless the law expressly directs that another number may make one. 88 Pa. St. 42; 9 Wend. (N. Y.) 394; 7 Cow. (N. Y.) 402. In the latter case, any number who may be present may act, the majority of those present having, as in other cases, the right to act. 1 Barn. & C. 492. In the absence of special provision, a majority is a quorum (12 Mete. [Mass.] 99; 13 Ind. 581), but sometimes the law requires a greater number than a bare majority to form a quorum. In such case, no quorum is present until such a number convene. In the absence of a rule of procedure to the contrary, the presence of a quorum in a legislative body can only be ascertained from the votes recorded on the particular matter submitted (117 N. C. 158); but a rule authorizing the presiding ofiicer to count members present and not voting to make up a quorum is within the power of a legislative body (144 U. S. 1).

Used substantively, quorum signifies the number of persons belonging to a legislative assembly, a corporation, society, or other body, required to transact business. A quorum is such a number of the officers or members of any body as is competent by law or constitution to transact business. Snider v. Rinehart, 18 Colo. 18, 31 Pac. 716. There is a difference between an act done by a definite number of persons, and one performed by an indefinite number; in the first case a majority is required to constitute a quorum, unless the law expressly directs that another number may make one; in the latter case any number who may be present may act, the majority of those present having, as in other cases, the right to act; Ex parte Willcocks, 7 Cow. (N. Y.) 402, 17 Am. Dec. 525; 9 B. & C. 856; Horton v. Baptist Church, 34 Yt. 316. It has been said that there are two rules as the body, In which case a majority of the specified quorum may transact business; the other, where the quorum is not fixed by such power, in which case the general rule is that a quorum is a majority of all the members; Cleveland Cotton Mills v. Co. Com’rs, 108 N. C. 678, 13 S. E. 271; Cush. Elect. § 247. In England where the articles of a company provide that the business of a corporation shall be conducted by not less than a specified number of directors, the words are mandatory, and at least the specified number must join in the performance of any act; 16 Ch. D. 681. In a private corporation a majority of the directors must be present to constitute a quorum, unless the charter, a valid by-law, or a usage provides a different number; 3 Thomps. Corp. § 3013; Edgerly v. Emerson, 23 N. H. 555, 55 Am. Dec. 207; but when a quorum is present a majority may act; Foster v. Planing-Mill Co., 92 Mo. 79, 4 S. W. 260; Wells v. Rubber Co., 19 N. J. Eq. 402. It is settled that those stockholders who attend a duly called stockholders’ meeting may transact the business of that meeting although a majority in interest or number are not present; 1 Cook, St. & Stockh. § 607. Where a meeting is composed of an indefinite number of persons like stockholders, that is the rule; but where a definite number is involved, as directors, a majority must be present; Craig v. Church, 88 Pa. 42, 32 Am. Rep. 417. Where articles of association did not prescribe the number of directors necessary for a quorum, it was held that the number who usually transacted the business constituted a quorum; L. R. 4 Eq. 233. A single shareholder was held not to constitute a meeting; 2 Q. B. Div. 26; at least two persons are necessary to make a corporate meeting; 46 L. J. 104. Where one stockholder, holding also proxies of the three remaining stockholders, held a meeting and voted and elected officers, the meeting was held invalid; W. N. [1877J 223. But see Meetings. When an authority is confided to several persons for a private purpose, all must join in the act, unless otherwise authorized; Gilderslceve v. Board, 17 Abb. Pr. (N. Y.) 201; otherwise if the trust is a continuous public duty; Gildersleeve v. Board, 17 Abb. Pr. (N. Y.) 201. See Authority; Majority; Plurality; Meetings; Cook, Stockholders. The rule of the lower house of congress, that the names of the members present who do not vote shall be noted and counted' in determining the presence of a quorum to S. v. Ballin, 144 U. S. 1, 12 Sup. Ct 507, 36 L. Ed. 321. In such case no quorum is present until such a number convene.

When a committee, board of directors, meeting of shareholders, legislative or other body of persons cannot act unless a certain number at least of them are present, that number is called a "quorum." Sweet. In the absence of any law or rule fixing the quorum, it consists of a majority of those entitled to act. See Ex parte Willcocks, 7 Cow. (N. Y.) 409, 17 Am. Dec. 525; State v. Wilkesville Tp., 20 Ohio St 293; Heiskell v. Baltimore, 65 Md. 125, 4 Atl. 116, 57 Am. Rep. 308; Snider v. Rinehart, 18 Colo. 18, 31 Pac. 716.

— Justices of the quorum. In English law, those justices of the peace whose presence at a session is necessary to make a lawful bench. All the justices of the peace for a county are named and appointed in one commission, which authorizes them ali, jointly and severally, to keep the peace, but provides that some particular named justices or one of them shall always be present when business is to be transacted, the ancient Latin phrase being "quorum unum A. B. esse volumus." These designated persons are the "justices of the quorum." But the distinction is long since obsolete. See 1 BL Comm. 351; Snider v. Rinehart, 18 Colo. 18, 31 Pac. 716; Gilbert v. Sweetser, 4 Me. 484.

See Qui.

I. Of whom, of quorum: certain justices the presence of one of whom tain cases. Quoties in verbis nulla contra verba fienda est, in the words, no interpretation

Of whom. This, the genitive plural of qui, is used as an English substantive. Thus employed, it signifies the number of persons belonging to a legisla^ five, corporate, or other body, whose presence is necessary for the transaction of business by such body. The number in each case is usually fixed by some constitution, statute, or rule. Among the justices of the peace appointed by the king's commission there were usually some designated as more eminent for their skill and discretion than others, one or some of whom, on special occasions, the commission expressly required should be present, and without his or their presence the others could not act. These were hence termed justices of the quorum, from the language of the commission, which ran thus: " quorum aiiquem vesttrum A B, C D, &c., unum esse volumus " (i.e., of wiiom we wish some one of you, A B, C D, &c., to be present). The word is used in a similar sense in the following passage: " By charter 2 Edw. IV., the mayor, recorder, and aldermen that have been mayors, shall be conservators of the peace within the city; and they, or four of them, quorum the mayor to be one, shall be justices of oyer and terminer there." Brown. Wliere a statute constitutes a board of commissioners or other officers to decide any matter, but makes no provision that a majority shall constitute a quorum, all must be present to hear and consult, although a majority may then decide. Withnell V. Gartham, 6 Dumf. ^ E. 388; Grindley V. Barker, 1 Bos. f P. 229. Quorum, as used in the Ohio township act of 1853, means a majority of the township trustees. State v. Wilkesville, 20 Ohio St. 288.

used substantively, signifies the number of persons belonging to a legislative assembly, a corporation, society, or other body, required to transact business; there is a difference between an act done by a definite number of persons, and one performed by an indefinite number: in the first case a majority is required to constitute a quorum, unless the law expressly directs that another number may make one; m the latter case any number who may be present may act, the majority of those present having, as in other cases, the right to act. 7 Cowen, 402; 9 B.& C. 648; Ang. on Corp. 281. Sometimes the law requires a greater number than a bare majority to form a quorum, in such case no quorum is present until such a number convene. Whenan authority is confided to several persons for a private purpose, all must join in the act, unless otherwise authorised. 6 John. R. 38.