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Members Written Resolution

Members Written Resolution Template for Australia

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Key Requirements PROMPT example:

Members Written Resolution

"I need a Members Written Resolution for my Australian private company to approve the appointment of three new directors and remove two existing directors, to be effective from March 15, 2025."

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Document background
A Members Written Resolution is a crucial corporate governance tool in Australian business law that enables company members to make decisions without the need for a physical meeting. This document type is particularly useful when urgent decisions are required or when organizing a physical meeting would be impractical or unnecessary. The resolution must comply with the Corporations Act 2001 and any relevant state legislation, as well as the company's constitution. It typically includes details of the resolution being proposed, voting requirements, member information, and execution blocks. The document can be used for various purposes, from approving financial statements to authorizing major corporate transactions, making it an essential instrument for efficient corporate decision-making. Members Written Resolutions can be either ordinary (requiring 50% approval) or special (requiring 75% approval), depending on the nature of the decision being made.
Suggested Sections

1. Company Details: Full legal name of the company, ACN, and registered office address

2. Date: The date of the written resolution

3. Type of Resolution: Specification of whether it is an ordinary or special resolution

4. Resolution Text: Clear and precise wording of the resolution(s) being proposed

5. Voting Requirements: Statement of the majority required for the resolution to pass

6. Declaration: Statement that the members are in favor of the resolution

7. Execution Block: Space for members' signatures, dates, and details

Optional Sections

1. Recitals: Background information explaining the context and reason for the resolution - used when the resolution requires contextual explanation

2. Notice Requirements: Statement about notice requirements being met or waived - used when required by company constitution

3. Quorum Statement: Confirmation that quorum requirements are met - used for certain types of resolutions where quorum is relevant

4. Related Party Interest Declarations: Declarations of any relevant interests - used when the resolution involves related party transactions

5. Chairperson's Declaration: Declaration by the chairperson - used when required by company constitution or for formal record-keeping

Suggested Schedules

1. Supporting Documents: Copies of relevant documents referenced in the resolution

2. Member Details: List of all members and their shareholdings/voting rights when multiple members are involved

3. Terms Sheet: Detailed terms of any transaction or arrangement being approved

4. Certificate of Circulating Resolution: Formal certificate confirming the passing of the resolution - required for filing purposes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Mining and Resources

Professional Services

Construction

Agriculture

Transport and Logistics

Education

Telecommunications

Energy

Non-Profit Organizations

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Risk Management

Administrative Support

Relevant Roles

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Legal Officer

Board Director

Managing Director

Chief Executive Officer

Corporate Governance Manager

Legal Administrator

Risk Manager

Company Director

General Counsel

Industries
Corporations Act 2001 (Cth): The primary federal legislation governing companies in Australia, particularly sections 249A-249B regarding written resolutions of members and sections 250A-250E regarding voting rights and procedures
ASX Listing Rules: For listed companies, these rules govern corporate governance requirements and shareholder approval matters
Company Constitution: While not legislation, the company's constitution must be considered as it may contain specific requirements for members' resolutions
Corporations Regulations 2001: Supplementary regulations that provide additional detailed requirements for corporate governance and member resolutions
State Corporations Laws: Relevant state-specific corporate regulations that may affect the resolution process, varying by jurisdiction
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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