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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 ]
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.
Resolutions are often preceded by "Whereas..." clauses that express reasons or justifications for the ensuing resolution. 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.
[1]: 2 For publicly held corporations in the United States, the submission and handling of resolutions is regulated by the Securities and Exchange Commission (SEC). Shareholders submit resolutions dealing primarily with corporate governance , such as executive compensation , or corporate social responsibility [ 1 ] issues, such as global ...
[6] Once the mover has obtained the floor, the mover states the motion, normally prefixed with the phrase "I move." [7] For instance, at a meeting, a member may say, "I move that the group donate $5 to Wikipedia." Instead of being given verbally, a motion may be made in writing, in which case it is called a proposed or draft resolution. [8]
When an item is before the assembly for action, such as a resolution, it is the right of every member to have it read once. [13] Another case of this requirement is the reading of the minutes. Unanimous consent is required to not do the reading. Any member can request that the minutes be read and it would have to be done. [14]
It can also be used as the first method of voting when only a majority vote is required if the chair believes in advance that a voice vote will be inconclusive. [2] The chair can also order the rising vote to be counted. [3] Another use is on a resolution honoring or in memory of a notable person, when the assembly stands in honor or ...
For example, on a single day, May 8, 1996, the Senate Committee on Energy and Natural Resources held an oversight hearing to look into a recent increase in gasoline prices; the Committee on Governmental Affairs held an oversight hearing on the Internal Revenue Service; the Committee on Health, Education, Labor and Pensions held an oversight ...
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