When the suggestion is adopted by the meeting, the common decision is recorded as a resolution to take action. A resolution may be ordinary or special. Ordinary resolutions require majority support in terms of votes. Special Resolution requires support of three fourth members present. Resolutions are passed unanimously or by vote. In case of voting, it may be carried on either by show of hands or secret ballot.
A Resolution has a heading indicating what it is about; e.g.
- Appointment of Secretary
- Appointment of Bankers
- Endorsement of Cheques
- Signature on Negotiable Instruments
Specimen Resolutions
Some specimen resolutions of a company meeting are given below:
- It was resolved that Mr. Samant be appointed …
To indicate that the appointment was actually made at that time, the resolution must be written as follows:
- It was resolved that Mr. Samant be and is hereby appointed …
- It was decided that the Secretary be and is hereby authorized to …
- Resolved that a committee consisting of Mr. ABC, Mr. DEF and Mr. PQR, be and is hereby appointed to …
A complete resolution indicating that a decision was taken and action is to be started will be expressed as follows:
- Resolved that a new building be constructed on the north side of the factory for the staff welfare centre. It was further resolved that the secretary be and is hereby authorized to invite tender for the construction and to make any other arrangement required for getting the building constructed.
- Chairman of Board of Directors: It was resolved that Shri N.F. Engineer be and is hereby elected Chairman of the Board of Directors.
- Appointment of Secretary: It was resolved that Shri K.T. Swami be and is hereby appointed secretary of the company at a monthly salary of ` 7500, the 79 Business Meetings and Etiquettes appointment being terminable by either side on three months’ notice, and that an agreement be prepared by the Company’s Advocate embodying these terms.
- Common Seal: The Seal was produced at the meeting. It was Resolved that the seal produced be and is hereby adopted as common Seal of the Company, that an impression of the seal be made in the Minute Book, and the seal be kept in safe custody under lock and key.
- Appointment of Solicitors: It was resolved that Messrs. Udwadia, Bharucia and merchant, Solicitors, Parikh Chambers, Dalal Street, Mumbai, be and are hereby appointed Solicitors of the company.
- Appointment of Auditors: It was resolved that Messrs. Mehta, Sanghavi and Lakhani, Charted Accounts, “Chhaya”, Hamam Street, Mumbai 400020, be and is hereby appointed auditors of the company till the conclusion of the first annual General Meeting of the Company.
- Appointment of Bankers: It was resolved that Bank of India, M.G. Road Mumbai 400020, be and is hereby appointed bankers to the company, and that the secretary be and is authorized to open the company’s account with the bank.
- Appointment of etc.: It was resolved that all cheques and other documents requiring endorsement of the company be endorsed by any one Director and the Secretary. It was further Resolved that the Secretary be and is hereby authorized to send specimen signature of the Directors and secretary to the bank.
- Signature on Negotiable Instruments: It was resolved that bills of exchange, draft or other negotiable instruments issued or executed by the company be drawn or accepted on behalf of the company by any one Director or counter-signed by the Secretary.
- Books and Stationery: It was resolved that the Secretary be and is hereby authorized to obtain the books, forms and other material required by the company.
- Appointment of Sales Agent for Pune: Resolved that Messrs. Chandog & Co., of Budhawar Peth, Pune be and are hereby appointed the Company’s sole agent for Pune on the following terms:
Period of contract – 3 years
Commission of 7% to be paid annually
The agency may be terminated by either party by giving a notice of 3 months. - After some discussion, it was resolved that a sub-committee of the following Directors be and are hereby appointed to investigate the causes of the decline of sales in the Calcutta branch and to report with recommendations, by 15 May:
- C.S. lyengar, Convener
- P.A. Saraf
- S.V. Gupta.
- Transfer of Shares: The instruments of transfer nos. 86 to 94 as they appear in the Transfer Register were submitted together with Ordinary Share Certificates Nos. 1780 to 1822 in favour of the transferees given in the Transfer Register. The transfers were passed by the board, and it was resolved that the said Certificates be endorsed in accordance with the rules.
- Payments: Lists of payments due and the required vouchers were submitted to the board by the Secretary, and it was resolved that the cheques be signed as required.
- Date of Annual General Meeting: It was resolved that the third annual General Meeting of the company be held on 20th September, 2000, at 2 p.m. at the Registered Office of the Company.
It was further resolved that the Secretary be and is hereby authorized to get accounts, reports, notices and other documents signed and printed to send them to the shareholders and others who are entitled to receive them, and to arrange for the publication of the notice of the annual General Meeting in the press.
Condolence Resolutions
A condolence minute is in three parts:
- The first part states that the Chairman referred to the demise and that a resolution was passed.
- The second part mentions the person’s achievement, nature, ability, etc. It also expresses the sorrow and sense of loss felt by the members of the meeting the length of this part depends on the personality and the relationship with the members. A condolence message, whether a resolution, a letter or speech, should be brief and yet express sufficient appreciation of the person. Sincerity is the most important requirement of the resolution. A copy of this portion of the minute is sent to the bereaved family.
- The third part mentions that the meeting stood in silence and that it authorized the Secretary to convey the condolences of the members of the meeting to the bereaved family.
