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A corporate resolution is a document issued by a board of directors, outlining a binding corporate action. [ 1 ] Resolutions may authorize routine transactions such as opening corporate accounts, or adopting a fictitious business name . [ 2 ]
With respect to public companies in the United States, a shareholder resolution is a proposal submitted by shareholders for a vote at the company's annual meeting. Typically, resolutions are opposed by the corporation's management, hence the insistence for a vote. "Voting has long been recognized as one of the primary rights of shareholders."
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.
An agenda lists the items of business to be taken up during a meeting or session. [3] It may also be called a "calendar". [4] A meeting agenda may be headed with the date, time and location of the meeting, followed by a series of points outlining the order in which the business is to be conducted.
A board of directors may pass resolutions at a meeting (pictured) or by way of unanimous circular written resolutions. The directors owe their duties to the company itself, and not to the individual members. [28] Accordingly, where a director acts in breach of their duty, then the proper claimant in any action is the company itself.
The theory is that the board has a better knowledge of the situation, and the resolution is in effect their ideal solution, but it may not be in the interests of individual shareholders. Usually, the chairman of the EGM reads out and recommends the resolution to those present for approval, takes questions about the resolution from those present ...
Usually, one of the first items in an order of business or an agenda for a meeting is the reading and approval of the minutes from the previous meeting. If the members of the group agree (usually by unanimous consent ) that the written minutes reflect what happened at the previous meeting, then they are approved, and the fact of their approval ...
The first was David Naimon, who served during the 1978–1979 school year. [37] [36] Traci Williams, who served during the 1980–1981 school year, was the first African American to serve as a student member. [36] [38] After Williams died in December 2008, the MCPS board released a declaration recognizing her effect on the county. [39]
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