What Is A Resolution Of Board Of Directors?

What Is A Resolution Of Board Of Directors?


In business, a resolution is a formal decision or agreement made by shareholders of a corporation at a meeting. The board of directors of a corporation may pass resolutions in order to exercise their authority on behalf of the shareholders.


There are different types of resolutions that a board of directors may pass. Some common types of resolutions include:

  • approving the financial statements
  • authorizing the issuance of shares
  • appointing or removing corporate officers
  • declaring dividends
  • approving mergers and acquisitions


Generally, resolutions are either special or ordinary. A special resolution is one that requires the approval of at least two-thirds of the shareholders. An ordinary resolution only requires a majority vote of shareholders.


Shareholders may pass resolutions either by show of hands or by ballot. If there is significant opposition to a resolution, it may be necessary to hold a poll in order to get an accurate gauge of shareholder opinion.


It's important to note that resolutions passed by the board of directors are not binding on shareholders. However, they can be used to influence shareholder votes. If a board passes a resolution in favor of a particular course of action, it is likely to sway shareholder opinion in favor of that action as well.

A resolution is a statement of the board of directors' (or other governing body's) official position on something. Resolutions are used to record and communicate decisions made by the board, and they can take many different forms. For example, a resolution might:

  • Affirm support for or opposition to a particular course of action
  • Authorize the board to take a certain action
  • Appoint or remove an officer or director
  • Approve financial statements or authorize the issuance of debt
  • Set policy


Board resolutions are typically memorialized in written form and kept as part of the organization's official records. Some resolutions may require a formal vote, while others may simply be adopted by unanimous consent of the board.

As a company grows, so does the need for a more formalized decision-making process. One way to do this is through a board of directors. A board of directors is a group of individuals elected by the shareholders of a company to oversee the management of the company and make decisions on its behalf. The board of directors is responsible for setting the strategic direction of the company, approving major transactions, and hiring and firing the CEO.


Resolutions are one way that the board of directors can make decisions. A resolution is a written document that states the intention of the board of directors to take a particular course of action. Resolutions can be either unanimous or majority-supported, depending on the issue being voted on.


There are several types of resolutions that the board of directors can pass, each with its own specific requirements. The most common type of resolution is the ordinary resolution, which requires a simple majority (50% + 1) of votes in favor in order to pass. Other types of resolutions include special resolutions, which require a supermajority (66% or more) in favor, and unanimous resolutions, which require all votes to be in favor in order for it to pass.


The board of directors is an important part of any company, as they are responsible for making critical decisions on behalf of the shareholders. Resolutions are one way that the board can make these decisions, and there are several different types of resolutions that can be passed, each with its own specific requirements.

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