Board Directors Resolution Without Meeting In King
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Resolutions can be passed by directors without holding a directors' meeting. These are called circulating resolutions. Check the rule book to see how this can be done. All directors entitled to vote on the resolution must sign a statement that says they are in favour of the resolution set out in the document.
In general there are two procedural ways for shareholders to pass a resolution. A shareholders' resolution can either be passed during a formal meeting of the shareholders or in writing (without holding an actual meeting).
Written resolutions give the directors greater flexibility in making decisions, as the directors don't have to be present at a board meeting. Directors' decisions made by written resolution must be unanimous. This means that all eligible directors, i.e. those entitled to vote, must vote for the same view on a matter.
Members and directors can pass resolutions without a meeting. These are called 'circulating resolutions'. The proposed resolution is written down and sent to all the people who can vote on it.
75.193 Resolution of directors A resolution of directors may be passed by a written resolution or at a meeting of directors.
In order for a special resolution to be passed at a General Meeting, a supermajority is required in favor of it. Supermajority refers to at least 75 percent of the members voting in favor of the resolution. The votes of the members eligible to vote will be the ones considered for the count.
