Written resolution
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Written resolution is a document where signatures are collected so that a resolution or declaration can be reached. Written resolutions are regular records of deliberative or organized bodies. There are also other matters of public business which require to be written.
A written resolution may be used whenever resolution would otherwise be required, for instance special, extraordinary, elective ordinary or ordinary requiring special notice. Most frequently it is used in companies where general meetings are organized the aim of which is to make the right decision on various matters[1].
If all of the members of a company who have the right to attend and vote at a general meeting come to an agreement to which a general meeting of the company consents then the assent they have given is binding the way a resolution passed at a general meeting would be. A written resolution can be passed by a private company notwithstanding any provision of the articles of the memorandum. Written resolution must be recorded by the company in the same way as the minutes of a general meeting[2].
Types of written resolution
We distinguish types of resolutions such as[3]:
- Resolutions - this section provides that members' resolutions can only be passed in accordance with the provision of this part there is no equivalent in the current legislation. This section provided this members resolutions can only be passed in accordance with the provision of this part there is no equivalent in the current legislation. It allows a private company to pass a resolution either as a written resolution or at a members meeting.
- Ordinary resolution- this section provides a definition of an ordinary resolution whether of the members generally or of the class of the members and whether as a written resolution or as a resolution passed at a meeting.
- Special resolution- this can be defined as a special resolution whether of the members generally or of a class of the members and whether as a written resolution or as a resolution passed at a meeting. If a resolution is proposed as a special resolution it is necessary to say so either in the written resolution text or in the meeting notice. If a resolution is proposed as a special, it can only be passed as such.
Directors acting through a written resolution
Written resolutions are generally used where it is logistically more convenient to pass a written resolution to all directors rather than convene a directors' meeting. The resolution in writing is signed by all the directors of a company or by all the members of a committee who are at the time entitled to receive a notice about a meeting of the directors or when one or more of the directors is not in line of the company constitution[4].
Examples of Written resolution
- Resolution of the board: A resolution of the board is a formal document that is approved by the board of directors of a company that outlines a course of action and is legally binding.
- Resolution of shareholders: Shareholders may also pass written resolutions if they need to make decisions, such as changing the company’s name or altering the company’s bylaws.
- Resolution of the members: This type of resolution is used by organizations with members, such as non-profit organizations, to make decisions on behalf of the members.
- Resolution of the creditors: Creditors’ resolutions are employed by creditors to make decisions regarding debtors.
- Resolution of the committee: This type of resolution is used by committees to make decisions on behalf of the committee members.
- Resolution of the council: This type of resolution is used by councils, such as a city council, to make decisions on behalf of the members.
- Resolution of the union: Unions use resolutions to make decisions on behalf of the union members.
Advantages of Written resolution
Written resolutions offer several advantages. They provide a clear and concise record of any decision made and ensure that all members of the group are aware of the resolution. Written resolutions also provide a permanent record of the resolution which can be referred to in the future. Additionally, written resolutions can be used to clarify any misunderstandings and ensure that all parties agree to the terms of the resolution. Furthermore, written resolutions can create a more formal atmosphere for decision-making and help to ensure that all members are heard and their input is taken into consideration. Finally, written resolutions can help to ensure that any resolution is made in a timely manner.
Limitations of Written resolution
Written resolutions have some limitations that should be taken into account when deciding whether to use them. These limitations include:
- Not all members of the organization may be able to sign the resolution. Depending on the size of the organization, it may be difficult to get all the members to sign the resolution.
- Written resolutions may not be as effective as gathering all the members in one place and discussing the issue. Written resolutions are not interactive, and they may not be able to capture the nuances of the discussion.
- Written resolutions can be more time consuming to assemble, as members must be contacted and given time to sign the resolution.
- Written resolutions may not be legally binding, as they do not always have to be notarized or signed in the presence of a witness.
A Written Resolution is a document that records an agreement or declaration reached by an organized body. This document is typically used to record the decisions of a company or other legal entity. However, there are other approaches to documenting decisions or agreements that are worth noting. These include:
- Meeting Minutes: Meeting minutes are a summary of the events or discussions that happen during a meeting. These minutes may include the decisions that have been made and the actions taken.
- Voting: Voting is a way of reaching a decision without the need for a written document. It can be used to decide on a course of action or to choose between different options.
- Consent Forms: Consent forms are documents used to record that all parties involved in a decision have given their consent. They are often used in legal proceedings, such as when entering into a contract.
In summary, Written Resolutions are one way to document the decisions of an organized group. Other approaches include Meeting Minutes, Voting and Consent Forms.
Footnotes
References
- Abbot K.,(2012). Cangage Learning EMEA , "Business Law".
- Bogolubov N.N., (2011). Books on Demand , "Explanatory notes to the companies act".
- Cox J., (2015). Oxford University Press,"Business Law".
- Maclntyre J.,(2010). Pearson Education , "Business Law".
Author: Patrycja Bajda
