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How to Write a Board Resolution (Step-by-Step) Establish Resolution Title. The resolution title should capture the board's name and a concise statement about the issue you want to record. ... Document Resolution. Use formal language to record the resolutions. ... Document Board of Director Votes.

Ordinary resolutions which require that a majority of directors or shareholders present at the meeting approve of the resolution; special resolutions which need a higher percentage, often 75%, of those present at the meeting, or another percentage as set out in the constitution and a shareholders agreement; and.

PROCEDURE 2.1 A resolution proposed to be passed by circulation should be sent in draft form, together with the necessary papers, individually to all the directors or, in the case of a Committee to all the members of the Committee, at the same time.

The situation would seem to be hopeless for sole directors, but for Article 7(2) of the Model Articles (quote): ?If? (a) the company only has one director, and (b) no provision of the articles requires it to have more than one director, the general rule does not apply, and the director may take decisions without regard ...

A resolution need not be passed only at a meeting. A private company may resolve anything in writing too. (There is one exception: to remove a director or auditor before the end of their term of office). A meeting is not required and no prior notice is necessary.

To pass a resolution at a meeting: you must call the meeting in ance with the Corporations Act, the company's constitution and the shareholders agreement; and. a minimum number of directors/shareholders must be present (i.e. you must meet quorum as set out in your constitution and shareholders agreement).

Resolution is passed in a duly convened board meeting which require at least two directors to make the quorum. However when you sign a resolution its just a certification of the extract of the resolution which can be single director even the one who has been given authority.