QUORUM. 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 defi nite 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 an other 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 Vt. 316.
It has been said that there are two rules as to quorum in legislative bodies : one, where the quorum is fixed by the power creating 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 mem bers ; 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 com pany provide that the business of a corpo ration 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. § 3913 ; Edgerly v. Emerson, 23 N. H. 555, 55 Am. Dec. 207; but when a quorum is present a majority may act; Fos ter 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 at tend a duly called stockholders' meeting may transact the business of that meeting al though 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 in volved, as directors, a majority must be pres ent ; Craig v. Church, 88 Pa. 42, 32 Am. Rep. 417.
Where articles of association did not pre scribe the number of directors necessary for a quorum, it was held that the number who usually transacted the business consti tuted 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 per sons are necessary to make a corporate meet ing; 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. [1877] 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; Gildersleeve 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; PLURAL ITY; 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 transact business, is a constitutional mode of ascertaining the presence of a quorum; U.
' S. v. Bailin, 144 U. S. 1, 12 Sup. Ct. 507, 36 L. Ed. 321. In such case no quorum is pres ent until such a number convene: