Board Directors Resolution With Retrospective Effect In Mecklenburg
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FAQ
Anything that may be done by a resolution passed at a general meeting of a company may be done, without a meeting and without any previous notice being required, by a written resolution of the members of the company.
Whilst board resolutions can be passed by a simple majority vote, directors' written resolutions can only be passed by unanimous agreement of all directors who are entitled to vote unless any provision in the articles states to the contrary.
Whilst board resolutions can be passed by a simple majority vote, directors' written resolutions can only be passed by unanimous agreement of all directors who are entitled to vote unless any provision in the articles states to the contrary.
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.
It is possible for members to pass a resolution without holding a general meeting. To do this, all the members entitled to vote on a resolution must sign a document stating that they are in favour of the resolution set out in the document.
A form of written resolutions of the directors of a company, for use where those directors wish to pass resolutions without holding a board meeting.
Approving the accounts It is also common for a company's articles to permit directors to make decisions by unanimous written resolution (eg see Article 8 of the model articles for a private company limited by shares) and, therefore, it may be possible for them to approve a company's accounts in this way.
