| 单词 | resolution |
| 释义 | resolution A binding decision made by the members of a company. If a motion is put before the members of a company at a general meeting and the required majority vote in favour of it, the motion is passed and becomes a resolution. A resolution may also be passed by unanimous informal consent of the members. An ordinary resolution may be passed by a bare majority of the members. The UK Companies Act prescribes this type of resolution for certain actions, such as the removal of a director. Normally, no particular length of notice is required for an ordinary resolution to be proposed, beyond the notice needed to call the meeting. However, ordinary resolutions of the company require special notice if a director or an auditor is to be removed or if a director who is over the statutory retirement age is to be appointed or permitted to remain in office. An extraordinary resolution is one for which 14 days' notice is required. The notice should state that it is an extraordinary resolution and for such a resolution 75% of those voting must approve it if it is to be passed. A special resolution requires 21 days' notice to the shareholders and a 75% majority to be effective. The type of resolution required to make a particular decision may be prescribed by the Companies Acts or by the company's articles. For example, an extraordinary resolution is required to wind up a company voluntarily, while a special resolution is required to change the company's articles of association. |
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