Passing resolutions by circulation requires full circulation to directors and majority approval; a minority can insist on a meeting instead. Passing board resolutions by circulation mandates circulation of the draft resolution and necessary papers to all directors at registered addresses by hand, post, courier or prescribed electronic means and approval by a majority of directors entitled to vote. If a requisition by a specified minority requires decision at a meeting, the chairperson must put the resolution before the Board. Circulated resolutions must be noted and recorded in the minutes of the next Board or committee meeting.
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Passing resolutions by circulation requires full circulation to directors and majority approval; a minority can insist on a meeting instead.
Passing board resolutions by circulation mandates circulation of the draft resolution and necessary papers to all directors at registered addresses by hand, post, courier or prescribed electronic means and approval by a majority of directors entitled to vote. If a requisition by a specified minority requires decision at a meeting, the chairperson must put the resolution before the Board. Circulated resolutions must be noted and recorded in the minutes of the next Board or committee meeting.
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