quorum call – A call of the roll to establish whether a quorum is present. Often, a quorum call is terminated by unanimous consent before completion, which permits the Senate to use the quorum call to obtain a brief delay to work out some difficulty or await a senator’s arrival.

A quorum is the minimum number of members of a deliberative assembly (a body that uses parliamentary procedure, such as a legislature) necessary to conduct the business of that group.

According to Robert’s Rules, a quorum is the minimum number of voting members who must be present at a properly called meeting in order to conduct business in the name of the group.

In fact, if any Senator “suggests the absence of a quorum”, the Presiding Officer must direct the roll to be called. For practical purposes, a quorum call is a delaying measure that permits the Senate leadership to work out some difficulty or to await a Senator’s arrival.

Simple and Extraordinary Majorities A simple majority vote is defined as at least 50% plus one of the Senators voting, provided that a quorum is present.

noun. less than half of the total votes cast but more than the minimum required to win, as when there are more than two candidates or choices.

(1)An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority. (2)A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members (see Chapter 2).

Special resolutions – also known as ‘extraordinary resolutions’ – are needed for more important decisions or those affecting the constitution of a company. These require at least 75% of the shareholders or directors to agree – sometimes as much as 95%.

What is a written resolution? Written resolutions allow board and shareholder decisions to be made without having to hold a board or shareholder meeting. Instead, a written resolution describing the decision can be circulated to the required audience, with them able to sign and return it – confirming their agreement.

A written resolution will be passed when the required majority of eligible shareholders have signified their agreement to it. For the purposes of written resolutions each shareholder has one vote for each share held.

Invariably, written resolutions can be used for all decisions in a private limited company apart from the decisions to remove a director or an auditor. Note: Public limited companies (PLCs) cannot use the written resolution procedure.

On a written resolution, a simple majority of the total voting rights of all eligible members (section 282(2), Companies Act 2006).

A special resolution is a resolution of the company’s shareholders which requires at least 75% of the votes cast by shareholders in favour of it in order to pass. Where no special resolution is required, an ordinary resolution may be passed by shareholders with a simple majority – more than 50% – of the votes cast.

Written resolutions give the directors greater flexibility in making decisions, as the directors don’t have to be present at a board meeting. Directors’ decisions made by written resolution must be unanimous. All eligible directors must either sign copies of the written resolution, or otherwise agree to it in writing.

In order to be eligible to submit a resolution, the shareholder must meet the requirements of share ownership, but those must be shares with voting rights. Several publicly held companies issue multiple classes of shares.

Shareholder Resolution refers to the proposals submitted by the shareholders, to the management of the publicly listed company, whereby the decision for the outcome of such resolution is arrived at by voting at the annual general meeting.

As for other types of shareholder resolutions on a broader range of issues, the main obstacle is the view that they must be a binding decision of the company, otherwise the company is acting within the law to exclude them from the meeting agenda.

If you have passed a special resolution at a meeting (see 8), a copy of the resolution must be signed by a director or the secretary (if any) of the company and filed at Companies House within 15 days of the meeting.

Shareholders invest in a company by purchasing shares, each of which represents a certain percentage of the business. Shareholders do not make day-to-day decisions unless they are also directors. Instead, they make decisions about exceptional matters, such as: Appointing and removing directors.

If the majority shareholder holds voting shares, they may dictate the direction of the company through their voting power because voting shares give a shareholder permission to vote on different corporate decisions, such as who should be on the company’s board of directors.

CA 1956 provides for protection of the minority shareholders from oppression and mismanagement by the majority under Section 397 and 398 Oppression as per Section 397(1) of CA 1956 has been defined as ‘when affairs of the company are being conducted in a manner prejudicial to public interest or in a manner oppressive …

majority owner