Corporate and Business Law (Global) · Company meetings and resolutions

Conduct of Meetings: Quorum, Voting and Proxies

Updated 11 October 2026 · Fact-checked

Quorum is the minimum number of members who must attend for a meeting to be valid. Votes are taken on a show of hands (one vote per person) or a poll (votes by shares held). A proxy is someone appointed to attend and vote for a member. Check quorum first, then the voting method, then the proxy rules.

Understand Conduct of Meetings: Quorum, Voting and Proxies

A company meeting makes binding decisions only if it is run properly. Three things matter: enough people are present, votes are counted fairly, and members who cannot attend can still be represented.

Quorum is the minimum number of members needed for the meeting to do business. The company's articles set it. If the articles are silent, the usual global default is two members present in person or by proxy. Without a quorum, any decisions are invalid. Usually the meeting is adjourned.

The chairman runs the meeting. The chairman keeps order, makes sure everyone can speak, decides the order of business and declares the result of each vote. The articles normally say who chairs. The chairman cannot override the articles or the law.

Voting is by show of hands or by poll. On a show of hands, each member present in person has one vote, and a proxy generally has one vote, whatever the number of shares held. The rules on multiple proxies, or on a member who attends and also appoints a proxy, vary by jurisdiction, so follow any rule the question gives. On a poll, votes are counted by shares held (or as the articles say), so a larger shareholder has more weight. A proxy can vote on a poll too. The statutory right to demand a poll cannot be excluded by the articles. Who may demand a poll, and the proportion of members or votes needed, are set by law and the articles.

A proxy is a person appointed by a member to attend, speak and vote for them, on a show of hands and on a poll. The proxy need not be a member. The member appoints by a written notice (the proxy form) delivered to the company before the deadline set by the articles or notice. Because jurisdictions differ, answer from the rules given in the question and the general principles here.

Key formulas to remember

Quorum rule: Valid meeting = quorum present (articles; default usually 2 members, in person or by proxy); Always apply the number in the articles first. Use the default only if the question gives none.
Show of hands: One member present in person = one vote; a proxy generally = one vote (rules on multiple proxies vary by jurisdiction); Shares held are irrelevant. The number of shares does not change the count. The rules on multiple proxies, or on a member who attends and also appoints a proxy, vary by jurisdiction. Follow any rule the question states.
Poll vote: Votes = number of shares held (or as the articles state); Used when weight of holding matters. The articles cannot exclude the statutory right to demand a poll. Who may demand one, and the proportion required, are set by law and the articles.
Proxy: Proxy = agent for a member; need not be a member; notice must reach the company by the deadline; A proxy attends, speaks and votes as the appointing member could, on a show of hands and on a poll, subject to the jurisdiction and the articles. Voting follows the instructions on the form.
Ordinary vs special resolution: Ordinary: simple majority, more than 50% of votes cast. Special: at least 75% of votes cast; These are the general thresholds. If the question gives different rules, the question's rules prevail. Both are measured on votes cast, not shares in issue or members present. Abstentions and absentees are not votes cast.

How to solve Conduct of Meetings: Quorum, Voting and Proxies questions

Use the same order for every scenario question on meetings. It stops you jumping to the wrong rule.

1Identify the meeting and the decision. Note the type of resolution needed (ordinary or special).
2Check the quorum. Use the number in the articles if given, otherwise the default. Count members present in person or by proxy.
3If there is no quorum, say the business cannot validly be done and the meeting is usually adjourned.
4Identify how voting is taken: show of hands or poll. Say who can demand a poll if the question mentions it.
5Count the votes using the right basis: one vote per member present in person on a show of hands (a proxy generally has one vote, but follow the question's rules on multiple proxies), and shares held on a poll.
6Apply the threshold to votes cast: more than 50% for ordinary, at least 75% for special. These are the general rule. If the question gives different rules, follow the question.
7Check proxies: were they validly appointed, on time, and voted as instructed?
8State a clear conclusion in one sentence: resolution passed or failed, and why.

Quickest way: Quorum, method, threshold

When to use it: Use this for objective test questions where you have about a minute per question.

Look for the quorum number first. If it is not met, the answer is usually that the resolution is invalid.
Spot the voting method. Hands means count heads. Poll means count shares.
Work out votes cast only. Ignore abstentions and non-attenders.
Compare with 50% (must exceed) or 75% (must reach).
Eliminate options that say a proxy cannot vote or must be a member.

Common mistakes in Conduct of Meetings: Quorum, Voting and Proxies

Counting shares on a show of hands.
Students link voting power with shareholding in general.
Fix: On a show of hands count people: each member present in person has one vote and a proxy generally has one vote. Only a poll weighs shares.
Saying a proxy must be a member of the company.
It seems logical that only members can vote.
Fix: A proxy can be any person the member chooses. The member holds the shares, not the proxy.
Including abstentions or absent members in the percentage.
Students divide by total shares in issue.
Fix: Divide by votes cast. Only those who vote count. The general thresholds are measured on votes cast.
Treating a special resolution as passing at exactly 50%.
Confusing the ordinary and special thresholds.
Fix: Ordinary needs more than 50%. Special needs at least 75%.
Ignoring the quorum when the vote result looks clear.
Focus goes to the numbers rather than validity.
Fix: Check quorum before counting any votes. Without it the decision fails.

Worked examples

Example 1

The articles of Zeta Ltd set the quorum for general meetings at three members present in person or by proxy. Only two members attend, and both vote in favour of an ordinary resolution. Is the resolution validly passed?

Show the solution

Identify the quorum from the articles: three members.
Count those present: two members.
Two is fewer than three, so the quorum is not met.
Without a quorum, the meeting cannot validly transact business, whatever the votes.

Answer: No. The meeting was inquorate, so the resolution is not validly passed.

Example 2

At a general meeting of Delta Ltd, an ordinary resolution is put to the vote. Three members attend in person and no proxies attend: A holds 600 shares, B holds 200 shares, C holds 200 shares. A votes against; B and C vote for. Compare the result on a show of hands and on a poll.

Show the solution

Show of hands: one vote per member present in person (no proxies attend). B and C for = 2 votes. A against = 1 vote.
Votes for = 2 out of 3 cast = 66.7%, which is more than 50%. Resolution passes on a show of hands.
Poll: votes by shares. For = 200 + 200 = 400. Against = 600.
Total cast = 1,000. For = 400 ÷ 1,000 = 40%, which is not more than 50%.
The resolution fails on a poll.

Answer: It passes on a show of hands (2 to 1) but fails on a poll (400 for, 600 against). A member would demand a poll to reverse the result.

Exam tips

Always check the quorum first. Many questions hide an inquorate meeting.
Read whether the question says show of hands or poll. The count changes completely.
Use votes cast only for percentages. Write the calculation out in constructed answers.
In multi-task questions, state the rule, apply it to the facts, then give a short conclusion.
If the question gives rules for proxies or quorum that differ from the usual default, follow the question.

Practice questions from Company meetings and resolutions

Conduct of Meetings: Quorum, Voting and Proxies in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Conduct of Meetings: Quorum, Voting and Proxies: frequently asked questions

What is a quorum at a company meeting?

It is the minimum number of members who must be present for the meeting to be valid. The articles set it. If they say nothing, the usual default is two members, present in person or by proxy.

What is the difference between a show of hands and a poll?

On a show of hands each member present in person has one vote, and a proxy generally has one vote, whatever the shares held. The rules on multiple proxies vary by jurisdiction, so follow any rule in the question. On a poll votes are counted by shares held. A poll protects larger shareholders because their weight is reflected in the result.

Does a proxy have to be a member of the company?

No. A member can appoint any person as proxy. The proxy attends, speaks and votes for the member, on a show of hands and on a poll, usually following instructions on the proxy form.

When must proxy notice reach the company?

It must reach the company by the deadline in the articles or the notice of meeting. A late notice may be rejected, so check the time limit given in the question.