Quorum and operation of the board of directors (art. 260 LGS)
Article 260 of the General Companies Law requires the bylaws to regulate the constitution and operation of the board of directors, with a floor: the quorum may not be lower than an absolute majority of its members.
What article 260
Article 260 sets the framework for the operation of the board of directors and the minimum quorum.
The bylaws must regulate the constitution and operation of the board of directors. The quorum may not be lower than an absolute majority of its members.
Source: Law 19,550, art. 260 — InfoLEG (updated official text)
Commentary
The board of directors is a collegiate body: to meet it needs a quorum, which the law sets as a floor at an absolute majority of its members (more than half). The bylaws may require a higher quorum, but not a lower one.
The bylaws must regulate how the board is convened and deliberates (frequency of meetings, form of notice, majorities required to decide). Well-regulated operation prevents nullities and helps prove the validity of decisions (documented in minutes, art. 73).
Distinctions often confused
Practical impact
When drafting the bylaws, the operation of the board should be well regulated and the minimum quorum respected; decisions made without quorum are invalid.
Frequently asked questions
How many directors are needed to convene the board?
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