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The Resolution is passed when it is approved by a majority of the Directors entitled to vote on the Resolution. with a firm or other entity, if such Director is a partner, owner or Member, as the case may be, of that firm or other entity.

Circular Resolution can be passed by the Board or Committee. Resolution shall be considered as approval only after acceptance of Resolution by Majority of Director and resolution passed by circulation are deemed to be passed at a duly convened Meeting of the Board and have equal authority.

According to Sec. 189(1), an ordinary resolution is that which can be passed at a general meeting by simple majority (including a casting vote of the chairman, if any), votes being cast by the members present either in person or by proxy and either by show of hands or by poll.

189(1), an ordinary resolution is that which can be passed at a general meeting by simple majority (including a casting vote of the chairman, if any), votes being cast by the members present either in person or by proxy and either by show of hands or by poll.

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.

In order for a special resolution to be passed at a General Meeting, a supermajority is required in favor of it. Supermajority refers to at least 75 percent of the members voting in favor of the resolution.

Each general meeting must have 7 days notice before being called. However an AGM or a meeting at which a special resolution is to be passed must have 21 days notice. Section 181(2) allows for short notice of meetings where all members entitled to attend and vote agree and where the auditors also agree (if appointed).

As per the said provisions, for passing of the resolution by circulation, the draft of the said resolution along with necessary papers are required to be circulated to all the directors, including interested directors, of the company at their addresses registered with the company either through hand delivery or by

Circular resolutions are a mechanism that allows directors of a company to pass a resolution without a meeting of directors. They are commonly used for non-contentious and routine resolutions that need to be passed between board meetings.

Passing a special resolution without holding a meetingThe resolution is considered as 'passed' when the last member signs (i.e. 100% of voting members agree to pass the resolution.) The 75% threshold only applies to votes cast at a physical meeting; 100% of votes are needed to pass a resolution without a meeting.

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Orange California Acceptance of Appointment - Corporate Resolutions

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