Annual General Meeting Resolution Format In Franklin
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FAQ
Many body corporate decisions have to be made at a general meeting. A decision is made at a general meeting if a motion is included on the agenda, and owners vote to pass the motion. This is called a resolution.
(1) Anything that may be done by a resolution of a company in general meeting may be done, without a meeting and without any previous notice being required, by a written resolution of the members of the company.
An ordinary resolution is defined in this Act (section 191) and means a resolution passed by a simple majority of the votes cast by the members, entitled to vote, to be voted in person or by proxy at a general meeting of the company.
Passing a resolution Voting at general meetings is normally taken by a show of hands or a poll. If the vote is taken as a show of hands, the percentage is worked out as one vote per shareholder.
An AGM may be waived in some jurisdictions, only if a written resolution is passed. The resolution must be unanimously approved and signed by all members. Shareholders must be notified, and the financial statements need to be accepted.
An ordinary resolution is the most common resolution at a general meeting and serves as the backbone for decisions in a scheme. An ordinary resolution is carried by a majority vote – if there are more yes votes than there are no votes, then the motion is carried.
Resolutions are typically proposed and passed during formal meetings such as the Annual General Meeting (AGM). However, companies also have the option to pass resolutions in writing. Written resolutions are typically used when directors and shareholders are unable to meet in person for any reason.
A private company need not hold AGMs if all the members pass a resolution to dispense with the holding of annual general meetings. Companies may pass written resolutions for matters that would have been tabled at an AGM and may include the resolutions during Annual Return filings.
Ordinary resolutions are not specifically defined in the Corporations Act and need only a simple majority (i.e. normally, more than 50% of votes cast in favour) to pass. Some decisions that may only require an ordinary resolution include: election/re-election of directors. appointment of an auditor.
