Ordinary Resolution Of Shareholders Template for United States

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Key Requirements PROMPT example:

Ordinary Resolution Of Shareholders

"I need an Ordinary Resolution of Shareholders to approve the appointment of three new board directors and increase the authorized share capital of our Delaware-incorporated technology company, to be passed at our annual general meeting on March 15, 2025."

Document background
An Ordinary Resolution Of Shareholders is a fundamental corporate governance tool used when companies need to obtain shareholder approval for routine business decisions. It represents the formal record of decisions made by shareholders holding more than 50% of voting rights. Under U.S. corporate law, these resolutions are commonly used for matters such as director appointments, dividend declarations, and financial statement approvals. The document typically includes meeting details, voting results, and certification by appropriate officers. It must comply with relevant state corporation laws, federal securities regulations (for public companies), and the company's bylaws.
Suggested Sections

1. Title and Date: Identifying the document as an Ordinary Resolution and date of passing

2. Company Details: Full legal name and registration details of the company

3. Meeting Details: Information about the meeting where resolution was passed, including date, time, location, and quorum confirmation

4. Resolution Text: The actual resolution being passed, clearly stating the matter being resolved

5. Voting Results: Record of votes for, against, and abstentions, confirming the resolution meets required threshold

6. Certification: Authentication by authorized officer/director confirming the resolution was duly passed

Optional Sections

1. Recitals: Background information explaining why the resolution is needed and relevant context

2. Conditions Precedent: Any conditions that must be met before the resolution takes effect

3. Implementation Instructions: Specific directions for carrying out the resolution and timeline for implementation

Suggested Schedules

1. Attendance Register: List of shareholders present at meeting, including those attending in person and by proxy

2. Proxy Forms: Copies of all submitted proxy forms and authorizations

3. Supporting Documents: Any relevant documents referenced in the resolution or required for implementation

4. Notice of Meeting: Copy of the notice sent to shareholders including agenda and proposed resolution

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

Industries

Securities Exchange Act 1934: Federal law governing secondary trading of securities, crucial for publicly traded companies making shareholder resolutions

Securities Act 1933: Federal law regulating the issuance of securities and related matters that might be subject to shareholder approval

Sarbanes-Oxley Act 2002: Federal legislation establishing enhanced corporate governance and financial disclosure requirements for public companies

State Corporation Laws: State-specific laws governing corporate operations, such as the Delaware General Corporation Law, which set requirements for shareholder resolutions

State Business Corporation Acts: State legislation establishing requirements for corporate governance, including shareholder voting and resolution procedures

State LLC Acts: State laws governing Limited Liability Companies, including member voting requirements if the entity is an LLC

Articles of Incorporation: Company's founding document that may contain specific requirements for shareholder resolutions and voting thresholds

Company Bylaws: Internal rules governing company operations, including procedures for shareholder meetings and voting requirements

Shareholders' Agreements: Contracts between shareholders that may contain additional requirements or restrictions on shareholder resolutions

Corporate Governance Guidelines: Company-specific policies outlining governance practices, including shareholder voting and resolution procedures

SEC Regulations: Federal regulatory requirements for public companies regarding shareholder communications and voting procedures

Stock Exchange Requirements: Rules set by stock exchanges (e.g., NYSE, NASDAQ) that may affect shareholder resolution procedures for listed companies

Voting Requirements: Specific thresholds and procedures for passing ordinary resolutions, including quorum requirements and voting majorities

Documentation Requirements: Legal requirements for recording, filing, and maintaining records of shareholder resolutions and related documentation

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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