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Ordinary resolution information


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. A special resolution by comparison requires a greater vote threshold, which varies in different jurisdictions.

An ordinary resolution is the most common method by which a corporate entity conducts its business or the board of directors seeks shareholder approval of its actions.

The prevailing legislation applying to companies in the relevant jurisdiction will usually prescribe certain activities which must be approved by special resolution or alternatively which cannot be approved by ordinary resolution (for example altering the company's constitutional documents, reducing the share capital or dissolving the company). In addition, in certain circumstances a company may wish to amend its constitution to increase the threshold to provide that a special resolution needs to be passed prior to the company engaging in other matters which may ordinarily approved by simple majority, purely as a matter of internal organisational control.

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Ordinary resolution

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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...

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Extraordinary resolution

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resolution or special resolution is a resolution passed by the shareholders of a company by a greater majority than is required to pass an ordinary resolution...

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Public limited company

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passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution). A copy of the resolution – and notice...

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Bushell v Faith

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2006) which mandates that directors may be removed from a board by ordinary resolution (a simple majority of shareholder votes). The decision is not relevant...

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Share repurchase

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ordinary resolution. A listed company may also buy back its shares in on-market trading on the stock exchange, following the passing of an ordinary resolution...

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Articles of association

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of resolutions, known as an Ordinary Resolution and a Special Resolution. A Special Resolution can be tabled at a Director's Meeting. The Ordinary Resolution...

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Strata management

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that require an ordinary resolution. They can still attend meetings and vote on matters, if they require a special or unanimous resolution. The body corporate...

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Class B share

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order to change share classes, members of the company must pass an ordinary resolution with the following details: Name of shareholder Number of shares...

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United Nations General Assembly Resolution 3379

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also of resolution 77 (XII) adopted by the Assembly of Heads of State and Government of the Organization of African Unity at its twelfth ordinary session...

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Image resolution

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different filters of resolution like those from radiometric resolution, temporal resolution, ordinary light resolution, natural light resolution. Also, one has...

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Royal British Bank v Turquand

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constructive notice. But the bank could not be deemed to know which ordinary resolutions passed, because these were not registrable. The bond was valid because...

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Rugby Australia

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(chief executive). Up to two further directors may be appointed by ordinary resolution of the board. The board may elect one of the directors as the chair...

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Ebrahimi v Westbourne Galleries Ltd

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Nazar and son called a company meeting, at which they passed an ordinary resolution to have Mr Ebrahimi removed as a director. Mr Ebrahimi, clearly unhappy...

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Differential equation

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Ordinary Differential Equations. McGraw-Hill. Ince, E. L. (1956). Ordinary Differential Equations. Dover. Johnson, W. (1913). A Treatise on Ordinary and...

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Say on pay

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Employee share schemes that directors have must be approved by ordinary resolution under the London Stock Exchange Listing Rule 9.4.1. Under the UK...

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United Nations Security Council Resolution 1244

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United Nations Security Council resolution 1244, adopted on 10 June 1999, after recalling resolutions 1160 (1998), 1199 (1998), 1203 (1998) and 1239 (1999)...

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Lords of Appeal in Ordinary

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Lords of Appeal in Ordinary, commonly known as Law Lords, were judges appointed under the Appellate Jurisdiction Act 1876 to the British House of Lords...

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Ordinary referendum

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the bill to the people: an ordinary referendum approves the bill; or a general election is held, followed by a resolution of the Dáil approving the bill...

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Foss v Harbottle

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Companies Act, it would defeat both if that could be sidestepped by ordinary resolutions of a simple majority, and no redress for aggrieved minorities to...

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Australian corporate law

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allowing for removal of directors by a simply majority vote in an ordinary resolution. For public companies, under CA 2001 section 203D, there must be...

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Whitewash waiver

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waiver or whitewash resolution is a corporate law concept originating in Hong Kong and Singapore. It refers to a proposed resolution for the waiver of rights...

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United Nations General Assembly Resolution 377

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United Nations General Assembly (UNGA) resolution 377 A, the "Uniting for Peace" resolution, states that in any cases where the Security Council, because...

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Breckland Group Holdings Ltd v London and Suffolk Properties

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treatises view the law to be that in fact a majority shareholder may by ordinary resolution bring litigation. This is seen to follow implicitly from the rule...

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