Section 174. Quorum for meetings of Board
(1) The quorum for a meeting of the Board of Directors shall be one-third of its total strength or two directors, whichever is higher, and participation by video conferencing or other audio visual means shall also be counted for quorum.
(2) The continuing directors may act notwithstanding any vacancy in the Board; but where their number is reduced below the quorum, they may act only for increasing the number of directors to the quorum or summoning a general meeting and for no other purpose.
(3) Where the number of interested directors is equal to or exceeds two-thirds of the total strength, the number of directors who are not interested directors and present, being not less than two, shall be the quorum during such time.
Explanation.—“Interested director” means a director within the meaning of section 184(2).
(4) Where a meeting cannot be held for want of quorum, it shall, unless the articles otherwise provide, stand adjourned to the same day, time and place in the next week or, if that day is a national holiday, to the next succeeding day which is not a national holiday.
Explanation.—For this section, fractions are rounded off as one and total strength does not include directors whose places are vacant.
