by A Resolution is a formal decision or expression of the opinion or will of a company or its members or directors, usually arrived at by a vote taken at a meeting. Resolutions can be passed at various types of meetings, such as General Meetings (Annual or Extraordinary), Board Meetings, Committee Meetings, or even by way of written resolutions.
Types of Resolutions that can be passed by a company:
Ordinary Resolution
An ordinary resolution is a resolution that requires a simple majority of the members present and voting at the meeting to vote in favor of the resolution. In other words, more than 50% of the members present and voting must vote in favor of the resolution. Ordinary resolutions are used for matters such as the appointment of auditors, declaration of dividends, or approval of the annual accounts.
Special Resolution
A special resolution is a resolution that requires a majority of not less than three-fourths of the members present and voting at the meeting to vote in favour of the resolution. Special resolutions are used for matters that are more important or sensitive, such as alteration of the Memorandum of Association or Articles of Association, reduction of share capital, or winding up of the company.
Unanimous Resolution
A unanimous resolution is a resolution that is passed by all the members of a company, either at a meeting or by way of a written resolution. Such resolutions are used for matters that require the unanimous approval of all members, such as changing the name of the company or altering the objects clause in the Memorandum of Association.
Written Resolution
A written resolution is a resolution that is passed by the members of a company without a meeting being held. This can be done either by circulating a document among the members for them to sign or by electronic means, such as email. A written resolution must be signed by all the eligible members, or if sent electronically, must be confirmed by a statement from each eligible member agreeing to the resolution.
The process for passing a resolution can differ depending on the type of meeting being held. However, the basic steps are as follows:
Notice of Meeting
A notice of the meeting must be given to all the members and directors of the company, specifying the date, time, and place of the meeting, along with the agenda and any other relevant documents.
Quorum
The quorum for the meeting must be present before any resolutions can be passed. The quorum is the minimum number of members required to be present at the meeting for it to be valid. The quorum for different types of meetings has already been explained in a previous answer.
Proposing the Resolution
A member or director of the company can propose a resolution at the meeting. The resolution must be seconded by another member or director before it can be put to a vote.
Discussion
There may be a discussion on the resolution before it is put to a vote. This discussion can help members understand the implications of the resolution and can help in making an informed decision.
Voting
The resolution is put to a vote by the chairperson of the meeting. The members present and voting can vote either in favor of or against the resolution. The voting can be done by show of hands, or by a poll if demanded by at least one member present in person or by proxy.
Declaration of Results
The result of the vote is declared by the chairperson of the meeting. If the resolution is passed, it is recorded in the minutes of the meeting along with the number of votes cast in favor and against the resolution.
