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A corporate resolution is a document issued by a board of directors, outlining a binding corporate action. [ 1 ] Resolutions may authorize routine transactions such as opening corporate accounts, or adopting a fictitious business name . [ 2 ]
Resolutions are often preceded by "Whereas..." clauses that express reasons or justifications for the ensuing resolution. In law, a resolution is a motion, often in writing [note 1], which has been adopted by a deliberative body (such as a corporations' board and or the house of a legislature). An alternate term for a resolution is a resolve.
A special resolution by comparison requires a greater vote threshold, which varies in different jurisdictions. An ordinary resolution is the most common method by which a corporate entity conducts its business or the board of directors seeks shareholder approval of its actions.
A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws ...
The theory is that the board has a better knowledge of the situation, and the resolution is in effect their ideal solution, but it may not be in the interests of individual shareholders. Usually, the chairman of the EGM reads out and recommends the resolution to those present for approval, takes questions about the resolution from those present ...
A Special Resolution can be tabled at a Director's Meeting. The Ordinary Resolution requires the endorsement by a majority vote, sometimes easily met by partners' vote. The Special Resolution requires a 60, 70 or 80% of the vote as stipulated by the constitution of the company. Shareholders other than partners may vote.
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