SEC Permits One-Commissioner Quorums

The SEC adopted an amendment under which one Commissioner constitutes a quorum on a matter where every other sitting Commissioner is disqualified from it. The agency said the change promotes flexibility and finality in rulemaking.

The change revises SEC Rule 200.41 ("Quorum of the Commission"). Three Commissioners still constitute a quorum. If fewer than three are in office, the number in office is a quorum. On any matter, if the number in office minus those disqualified is two or one, that number is a quorum for that matter.

The Exchange Act sets no quorum requirement, so the requirement comes from SEC rule. The SEC's 1995 rule let two Commissioners act when disqualifications left only two available. The SEC then saw no need to address a single remaining Commissioner.

The SEC said it reconsidered that position. It has occasionally had fewer than three members, and Commissioners often disqualify themselves from matters. In those cases, it said, the agency must be able to keep conducting business.

The SEC adopted the amendment without notice and comment. It found that the amendment (i) relates solely to agency management and organization, (ii) is not a substantive rule under the Administrative Procedure Act, and (iii) does not substantially affect outside parties' rights or obligations. For the same reasons, it said the Small Business Regulatory Enforcement Fairness Act and the Regulatory Flexibility Act do not apply. It also said the amendment has no Paperwork Reduction Act requirements and imposes no new private burdens, so it will not affect competition.

The SEC relied on Exchange Act Sections 4(a) ("Securities and Exchange Commission") and 23(a) ("Rules, regulations, and orders; annual reports"). The amendment took effect October 2, 2026, upon Federal Register publication.