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A Resolution by Circulation is a governance mechanism that allows the Board of Directors to make decisions without convening a formal meeting. This method is particularly useful when urgent decisions are required or when it is impractical to gather all directors in one place. The process involves circulating the draft resolution, along with any necessary documents, to all directors. Directors then signify their approval or disapproval in writing.

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]]> For the resolution to pass, it must receive the majority approval of the directors entitled to vote. If one-third of the directors demand that the resolution be decided at a meeting, it must be put to a vote at the next board meeting. Once passed, the resolution is noted in the minutes of the subsequent board meeting, ensuring transparency and record-keeping. This method streamlines decision-making while maintaining the integrity and accountability of the board’s actions.

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