For a general meeting, the quorum laid down in the articles of association, the articles of association or the unanimous shareholders` agreement must be present at the general meeting. For directors, the majority of directors (including 25% of Canadian directors resident in certain jurisdictions) must generally be present at a board meeting; Alternatively, all directors can make written decisions. No specific quorum is required, except for matters relating to the merger, division, transformation, dissolution of the company and, in general, resolutions requiring the approval of the qualified majority, where a quorum of meeting of at least 1/3 of the share capital is required. No quorum is required for meetings of the Board of Directors unless otherwise specified in the articles of the corporation. Unless otherwise provided in the articles of the corporation, a meeting of the board of directors shall have a quorum of 3 members (if the total number of directors exceeds 3). The quorum of a general meeting is at least 1/4 of the share capital. There is no special quorum requirement for a general meeting. In the case of directors, at least more than half of the directors must attend a board meeting. For meetings of the board of directors, subject to the articles and/or by-laws of a corporation, no quorum of attendance applies and resolutions may be adopted by a simple majority of the votes cast. Whether the Board of Directors meets at a regular or special meeting, a majority of shareholders must be present or duly represented for a quorum. Colombian law allows partners to be present by simultaneous communication, but such an event must be documented in the appropriate protocols. Meetings can be face-to-face, virtual or mixed (face-to-face and virtual simultaneously).
The number of quorums depends on the type of meeting and takes into account the virtually connected session if it is a virtual or combined session. In conjunction with the sections « Conditions for the Annual General Meeting » and « Annual Requirements for the Maintenance of the Company », the quorum required for shareholders, quota holders or founders and the meeting of the Board of Directors is as follows: As a general rule, there is a quorum at the Annual General Meeting if more than half of the votes cast are represented at the Annual General Meeting. Quorum must be checked for each vote (not just once for the meeting). Unless a higher quorum is required by law or the articles of association, the Annual General Meeting is held in the presence of shareholders representing 1/4 of the share capital. This quorum must be maintained throughout the meeting. If this quorum is not reached at a first meeting, the shareholders are called for a second meeting. At the second meeting, the shareholders present may adopt resolutions on any matter, regardless of the share capital they represent. Resolutions are adopted by a simple majority of votes. However, the Turkish Commercial Code introduces qualified requirements for quorum of meetings and resolutions for certain matters such as change of nationality of the company, change of field of activity and change of legal form. The board of directors has a quorum if more than half of the directors are present or attending the meeting of the board.
Stricter requirements may be laid down in the articles of association. All directors must have the opportunity to attend the meeting in order for the board of directors to have a quorum. An extraordinary general meeting (mainly for resolutions involving amendments to the articles of association) can only be effectively held at the first notice if the shareholders present or represented hold at least 1/4 of the shares with voting rights and, in the event of a new convocation, 1/5 of the shares with voting rights. Otherwise, the second meeting may be postponed to a date no later than 2 months after the date originally scheduled. Companies whose shares are not admitted to trading on a regulated market may stipulate higher quorums in their articles of association. A director who has a conflict of interest in the business of the meeting shall be counted for the purposes of quorum, unless prohibited by the articles. There is no special quorum requirement for a general meeting. Resolutions are taken by a simple majority of the votes cast, with the exception of important resolutions (e.g. amendment of articles – 2/3 of the votes cast are required).
General meetings may be held with the written consent of all shareholders. In the case of directors, a majority of directors must normally attend a meeting of the board; Alternatively, all directors must make written decisions. Shareholders` Meetings – Subject to the articles of the corporation, the minimum quorum is 2 shareholders present in person or by proxy (or, in the case of a sole proprietorship, the quorum is 1 shareholder). Shareholders may also pass resolutions through written resolutions. In the case of companies (sociedades anónimas or S.A.) and closed joint-stock companies (sociedades anónimas cerradas or S.A.C.), unless otherwise provided in the articles of association, the supporting quorum for general meetings at the time of the first notice is 50% of the issued shares with voting rights; and, at the time of the second call, any number of issued voting shares, except in respect of certain specific matters, if the quorum of support for the first notice is 2/3 of the issued voting shares; and on the second call 3/5 of the issued voting shares. Resolutions must be adopted by an absolute majority of the issued voting shares present at the meeting, except in certain specific matters where resolutions must be adopted by an absolute majority of the issued voting shares. There is no quorum requirement for the General Assembly, but since some resolutions require unanimity, there will in fact be quorum requirements for those resolutions. As a general rule, the Annual General Meeting must be called at least 1 week before the Annual General Meeting. Stricter requirements may be laid down in the articles of association. Shareholders may waive the notification obligation. The board of directors shall have at least half of the quorum.
An ordinary general meeting can only deliberate on its first notice if the shareholders present or represented hold at least 1/5 of the shares with voting rights. Companies whose shares are not admitted to trading on a regulated market may provide for a higher quorum in their articles of association. In case of a new convocation, a quorum is not required. It shall act by a majority vote of the shareholders present or represented. A general meeting of shareholders must be attended by shareholders representing 1/4 of the capital. As a general rule, resolutions are adopted by at least a majority of the shareholders present at the meeting. Certain matters expressly specified in the law require the approval of a higher college. The articles may provide for other quorum requirements.
(1) At the request of the Executive Board, the General Assembly may decide on the dissolution of the Association by a two-thirds majority of the members present, insofar as this has been indicated in the convocation. At least two-thirds of all members must be present. If more than one-third of the members of the meeting have been absent without excuse, the council may immediately call a new general meeting, which is authorized to pass resolutions without a quorum. A majority of the directors shall constitute a quorum, unless the articles of the corporation provide otherwise. For board meetings, quorum and majority requirements are primarily determined by the board itself via the board`s rules of procedure. As a general rule, the majority of shareholders must be present at the general meeting (unless otherwise provided in the articles of association). Shareholders may pass resolutions in writing without holding a meeting.
