Quorum

The term quorum refers to the minimum number of members present at a meeting or a certain type of majority that is necessary to make the voting at that meeting valid. For especially important decisions, the articles of association may require a qualified majority, e.g. two thirds of members present or one third of all members.

Question

In our articles of association, no fixed number of committee members is defined and no required majority is specified for elections. In such cases, does a contentious figure who is standing for election need to be elected with an absolute majority of votes?

Answer

The question of required votes arises on a general basis and not just in connection with contentious figures. If the articles of association do not explicitly govern the required share of votes (qualified majority), Article 67(II) of the Swiss Civil Code (ZGB) applies: "Resolutions require a majority of the votes of the members present". An absolute majority is therefore required. This is calculated on the basis of the number of members in attendance. All votes need to be counted, including invalid votes and abstentions. Example: if 100 members are in attendance, an absolute majority is achieved with 51 votes. Should an uneven number of members be in attendance, the figure required for an absolute majority is determined by dividing the number of members in attendance by two and rounding this figure up to the next whole number.

In many cases, the articles of association of associations state that decisions can be made with a relative or simple majority of votes: irrespective of the number of members in attendance, a motion is approved if it receives more votes in favour than against.

Quorum

What majority is required for elections?

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