When A Majority Vote Of The Required Quorum Isn’t Sufficient


Corporations Code Section 307(a)(8) sets forth the general voting rule applicable to actions by directors.  It provides that the decision made by a majority of directors present at a duly held meeting at which a quorum is present is the act of the Board of Directors.  Assume, for example, that a corporation has 7 authorized directors, no vacancies, and a required quorum of 4 directors.  If 4 directors show up at a duly called and noticed meeting, then an action by the Board of Directors could be taken by as few as 3 directors.  There are exceptions, however.

If the directors at our 4 person meeting decide to form a committee, they couldn’t do so unless all four directors agreed.  The reason is that Section 311 requires that committees be formed by a majority of the authorized number of directors (i.e., at least 4 out of 7).  Section 311 imposes the same requirement with respect to the appointment of committee members.  Other exceptions can be found in Section 310 and 317(e).

In this observance no form of ceremony is prescribed .  . . 

In the center of Logan Circle in Washington D.C. is a bronze statue of John Logan, Commander of the Army of the Tennessee during the Civil War.  One of 12 children, he also served as a Congressman and Senator.  As Commander of the Grand Army of the Republic (a veterans’ group), he is often credited with instituting the Memorial Day tradition.  Although issued over a century ago, his General Order No. 11 is as relevant today as it was then.  In particular, “let us in this solemn presence renew our pledges to aid and assist those whom they have left among us as a sacred charge upon a nation’s gratitude, the soldier’s and sailor’s widow and orphan.”  This Memorial Day, let’s not forget this sacred charge.

I’ve copied the order below in its entirety.


Washington, DC, May 5, 1868.


I. The 30th day of May, 1868, is designated for the purpose of strewing with flowers or otherwise decorating the graves of comrades who died in defense of their country during the late rebellion, and whose bodies now lie in almost every city, village and hamlet church-yard in the land.  In this observance no form of ceremony is prescribed, but posts and comrades will in their own way arrange such fitting services and testimonials of respect as circumstances may permit.

We are organized, comrades, as our regulations tell us, for the purpose, among other things, of preserving and strengthening those kind and fraternal feeling which have bound together the soldiers, sailors and marines who united to supress the late rebellion.  What can aid more to assure this result than cherishing tenderly the memory of our heroic dead, who made their breasts like a barricade between our country and its foes?  Their soldier lives were the reveille of freedom to a race in chains, and their deaths the tattoo of rebellious tyranny in arms.  We should guard their graves with sacred vigilance.  All that the consecrated wealth and taste of the nation can add to their adornment and security is but a fitting tribute to the memory of her slain defenders.  Let no wanton foot tread rudely on such hallowed grounds. Let pleasant paths invite the coming and going of reverent visitors and fond mourners.  Let no vandalism of avarice or neglect, no ravages of time testify to the present or to the coming generations that we have forgotten as a people the cost of a free and undivided republic.

If other eyes grow dull, other hands slack, and other hearts cold in the solemn trust, ours shall keep it well as long as the light and warmth of life remain to us.

Let us, then, at the time appointed gather around their sacred remains and garland the passionless mounds above them with the choicest flowers of springtime; let us raise above them the dear old flag they saved from dishonor; let us in this solemn presence renew our pledges to aid and assist those whom they have left among us as a sacred charge upon a nation’s gratitude, the soldier’s and sailor’s widow and orphan.

II. It is the purpose of the Commander-in-Chief to inaugurate this observance with the hope that it will be kept up from year to year, while a survivor of the war remains to honor the memory of his departed comrades.*  He earnestly desires the public press to lend its friendly aid in bringing to the notice of comrades in all parts of the country in time for simultaneous compliance therewith.

III. Department commanders will use efforts to make this order effective.

By order of



*The last authenticated survivor of the Civil War, Albert Woolson, died in 1956.


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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