Shareholder Resolution Requirements In Illinois
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FAQ
To be precise, Section 7.75 provides a right of shareholder inspection. Our discussion of the common law right or claim to an accounting is here. Any shareholder of record can inspect books, records, and minutes. The purpose of this statutory right is to promote corporate transparency.
You usually need to get directors or entitled shareholders to vote (known as 'passing a resolution') on whether or not to make some changes. Things that usually need a resolution include: changing your company name. removing a director.
Get approval to appoint a new director In the case of companies that have adopted Model articles, the appointment of a new director can be approved by way of a simple majority of votes at a board meeting. Alternatively, a written resolution can achieve the same result, but it must be unanimous.
In most jurisdictions, including the United States, corporate resolutions refer to key decisions made by the board of directors concerning the most important corporate actions. Other decisions which require voting by shareholders are referred to as shareholder resolutions or annual resolutions.
Appointing a director A company's shareholders can appoint directors. This is usually done by passing an ordinary resolution in favour of the appointment (ie a majority of the shareholders agree to the appointment).
For an ordinary resolution to be passed at the meeting to appoint a director, or directors, such resolution must be supported by more than 50% of the shareholders who are eligible to vote.
Who appoints directors? Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.
Resolutions in private limited companies can be passed at a general meeting either by a poll or show of hands. Alternatively, they can be passed by a written resolution, in which the shareholder indicates their agreement in the manner the company requests.
Board directors and shareholders are the only members of the company that can make company resolutions. When the board of directors make a formal decision, it is referred to as a board resolution, whereas when the company shareholders make a formal decision, it is referred to as a shareholder resolution.
There are two main types of shareholders' resolution: 'ordinary' and 'special'. An ordinary resolution is passed by a simple majority of members, while a special resolution requires not less than 75% of the total voting rights of eligible members.
