Resolution

A resolution is a statement describing action taken by a governing body within a company. Within a corporation, shareholders, boards of directors and committees of directors may take action by adopting a resolution. Within an LLC, members, managers and manager committees may take action by adopting a resolution. Traditionally, draft resolutions are submitted at a meeting of the governing body, debated, edited and then adopted by a vote of the members present. Only resolutions garnering the necessary votes required to pass resolutions, as provided in the charter documents of the company, are considered actions taken by the governing body. In modern practice, resolutions are more commonly adopted through written consents. State law generally empowers the governing bodies within companies to take action in lieu of a meeting by having the members of the body execute a written consent containing the resolutions describing the action taken by the body. In some cases, execution by all members of a governing body is required to take action by written consent. The default rules for whether unanimous consent is required in order to adopt resolutions vary by state and by entity type. Changing the requirement of unanimous consent so that only majority consent is required to adopt resolutions is often permitted, but making this type of change requires a review of state law to ensure the change is contained in the correct charter document.