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The form and structure of this document varies depending on the state in which the corporation is organized. For a corporate action, if allowed by state law and by the bylaws of the corporation, the board of directors may use a written document to waive formal notice of a meeting and unanimously consent to a resolution.
In business or commercial law in certain common law jurisdictions, an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature.
In law, a resolution is a motion, often in writing [note 1], which has been adopted by a deliberative body (such as a corporations' board and or the house of a legislature). An alternate term for a resolution is a resolve .
When greater formality is desired, the main motion may be made in the form of a resolution, which is always submitted in writing. [25] A preamble containing several paragraphs explaining background information or justification for the proposed action is often included, but is not required.
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For example, in the United Kingdom under the Companies Act 1985, an extraordinary resolution was a resolution passed by not less than 75% of the members, whereas a special resolution was a resolution passed by the same majority, but having given the members not less than 21 days' notice of the intention to put the resolution to a vote. [1]
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