We are a medium sized private consulting firm with approximately 100 shareholders.  We currently have a fairly rigid shareholder's agreement.  A quorum of 66 2/3 shares (including those present and by proxy), is necessary to hold SH meetings and for several voting issues stated within the agreement.  I would be interested to know how others know there is a quorum present or how votes are counted when a show of hands is not an option.  At present we have several large shareholders so if they are present, we can safely assume we have a quorum.  Once they retire (soon), it will become more difficult as the shares are spread out.  As I have been the Corporate Secretary for many years, I know by sight who are the larger shareholders, but as time goes on, this will become near to impossible.

For recent meetings requiring a vote, I have prepared ballots, had a spreadsheet listing the shareholder's and how many shares they hold on the laptop, with proxy's entered prior to the meeting, and then have had someone enter the ballots while the meeting continues.  Does anyone else have any other suggestions?

Thanks for your input.