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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 ]
A special resolution by comparison requires a greater vote threshold, which varies in different jurisdictions. An ordinary resolution is the most common method by which a corporate entity conducts its business or the board of directors seeks shareholder approval of its actions.
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.
From January 2008 to December 2012, if you bought shares in companies when David F. Marquardt joined the board, and sold them when he left, you would have a -25.4 percent return on your investment, compared to a -2.8 percent return from the S&P 500.
From January 2008 to December 2012, if you bought shares in companies when Bobby S. Shackouls joined the board, and sold them when he left, you would have a -2.9 percent return on your investment, compared to a -2.8 percent return from the S&P 500.
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."
‘A minefield of its own making’: New investigation of USAA reveals ‘fundamental breakdown’ with repeat compliance issues as profits vanish
A Special Resolution can be tabled at a Director's Meeting. The Ordinary Resolution requires the endorsement by a majority vote, sometimes easily met by partners' vote. The Special Resolution requires a 60, 70 or 80% of the vote as stipulated by the constitution of the company. Shareholders other than partners may vote.
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