What is an Ordinary Resolution?
An Ordinary Resolution is the corporate world’s equivalent of deciding where to have lunch by a majority vote. It’s a resolution that can be passed by a simple majority, which in boardroom terms means over 50% of the votes cast by company members, either showing up in person or swinging by digitally via proxy.
Unlike its high-maintenance cousins—the special and extraordinary resolutions—an ordinary resolution doesn’t need prior notice when it’s proposed at a company meeting. It’s your go-to method when the Companies Act 2006 or your company’s articles of association do not demand anything fancier.
How Does an Ordinary Resolution Work?
Picture this: you’re at a company meeting where the hot topic is whether to expand your line of ergonomically designed coffee mugs. If no rule specifically dictates needing a more complex decision-making process, an ordinary resolution is your ticket. Just rally more than half of the votes, and voila, you’re set to conquer the wrist-friendly beverage market!
Key Features:
- Majority Rule: More than half the vote wins.
- No Prior Notice Needed: It’s a surprise party for resolutions; you don’t have to tell anyone it’s coming.
- General Issues: Typically used for routine decisions not covered by specific statutory or constitutional needs.
Difference from Other Resolutions
While ordinary resolutions are like deciding on pizza toppings at the office, special resolutions and extraordinary resolutions are more like negotiating peace treaties or launching space missions. Here’s a quick breakdown:
- Special Resolutions: Require a 75% majority. These are for significant changes, like amending the articles of association or approving a merger.
- Extraordinary Resolutions: Typically used in more urgent or severe corporate circumstances, though this category has been largely absorbed by special resolutions under current legislation.
Humor in the Boardroom:
Who said corporate decisions have to be dry? Next time you’re in a tedious meeting, just think of it as a room full of people fighting over whether pineapple should be on the office pizza. An ordinary resolution might just settle it!
Related Terms
- Proxy Voting: Voting on behalf of another person when they can’t make it to the meeting. It’s like giving your friend permission to decide your pizza topping.
- Articles of Association: The rule book for the company’s operation. It’s like the instructions for board game night, but less fun.
- Special Resolution: The big decisions requiring 75% vote. It’s like choosing the game for game night when everyone has a different favorite.
Suggested Reading
For those who enjoy blending humor with their corporate governance:
- “Robert’s Rules of Order” by Henry M. Robert
- “The Comedy of Errors: Corporate Edition” by Fictitious Publications (spoiler: it does not exist, but imagine if it did!)
Corporate governance might traditionally be as dry as overcooked turkey, but who says it can’t be fun and informative? Whether you’re a seasoned executive or a curious newcomer, remembering the simplicity of an ordinary resolution can make company decision-making as easy as pie—or maybe just pizza.
