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Put simply, the initial resolution shows how the corporation acts in between its formation and the adoption of its internal governing documents (your bylaws).

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.

Bylaws document the rules for how the corporation shall be governed. Resolutions are prepared as needed to document important decisions and actions taken by the board of directors on behalf of the corporation.

Shareholders' Resolutions are used in lieu of a meeting. Shareholders' Resolutions can be used to record and pass all types of decisions, such as those related to: Changes to Corporate Bylaws, like executive compensation, company transparency, management, or corporate reorganization.

A resolution is a formal way in which a company can note decisions that are made at a meeting of company members. There are two types of resolutions: ordinary and special. Under the Corporations Act 2001, most of the decisions that affect a company need to be made by a resolution.

Ordinary Resolution means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.

1: Approval of Board. The approval of the Board is required in all cases irrespective of the amount of loan, investment, guarantee or security. The approval of the Board shall be obtained by means of a unanimous resolution passed at a Board meeting with the consent of all the directors present at the meeting.

The resolution is a document recording the decisions made by the board members regarding decisions and actions a company will take. A corporate resolution is binding.