Quorum Seat-Count Worksheet
Not legal advice. This is a seat count, not a statutory opinion. ASPA is not implemented here. Bylaws and counsel control whether remote attendance counts, whether vacancies reduce the denominator, and whether a particular action needs a higher threshold.
Settings (from bylaws / board config)
| Field | Entry |
|---|---|
| Organization | |
| Meeting title / date | |
| Seats required for quorum (number) | |
| Do Remote directors count toward quorum? (Y/N per bylaws) | |
| Vacancies how treated (per bylaws) |
Roll
| Director | Present | Remote | Absent / Excused | Notes |
|---|---|---|---|---|
Tally
| Metric | Number |
|---|---|
| Present | |
| Remote (if counted) | |
| Count toward quorum | |
| Seats required | |
| Quorum met? (Y/N) |
Caveats to write in the minutes
- Say “seat count met” or “seat count not met,” not “legally sufficient under [statute]” unless counsel wrote that.
- If attendance is not marked yet, write “seat count not available yet.”
- A higher threshold for special actions (sale of assets, bylaw change) is a separate line — do not reuse the ordinary quorum number blindly.
See it in Prepared Board
On a meeting with attendance marked, Prepared Board’s meeting header shows Present or Remote versus seats required by that board’s quorum settings. With no attendance marked, it says the seat count is not available yet. The line says this is a count, not a legal opinion.
Try Piscataqua Harbor Trust as a sample board (see /sample-decision) (password on /facts). Verify: /agent-facts.json.