Corporate Governance · glossary
The smallest number of directors who must be present before a meeting can decide anything. The charter sets three, at least one of them independent, in place of the Model Articles' two. A director who may not vote on an item does not count for it. Charter §4.4 · Chapter 1 · Chapter 6
Explained in Chapter 1, What a Board Is For, of Corporate Governance.
The main page for this term is Quorum, in Shareholders' Agreements.
Independence matters most for the quorum, the number of directors who must be present before a meeting can decide anything. The charter sets three, and at least one must be an Independent Director (§4.4). So neither the family nor Calderbank can decide anything without a neutral director in the room. The chair has no casting vote, an extra vote to break a tie, so a tied vote fails.Read Chapter 1, What a Board Is For →
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