ordinary resolution

In respect to English companies, an ordinary resolution is a resolution requiring greater than 50% of the shareholders of a company present at the meeting or by proxy to vote in favour of the resolution at a general meeting of the company. Members which are not physically present, vote by proxy or abstain from voting are ignored for the purposes of assessing the vote.

Ordinary resolutions are defined by section 282 of the Companies Act 2006. Where the Act does not specify the type of resolution required, an ordinary resolution is required to be passed by a simple majority.

The articles of association may be amended so as that nominated powers are no longer able to be exercised by the members in general meeting, but rather by the directors. Amendments to the articles such as these however are subject to restrictions made by the Companies Act and any restrictions placed upon the directors by a special resolution of the company.

Usage: An ordinary resolution may be passed to give, vary, revoke or renew an authority to the directors to allot shares.

Related Words: special resolution; board resolution; extraordinary resolution; elective resolution; annual general meeting; extraordinary general meeting; written resolution; board meeting; substantial property transaction; fiduciary duties; fiduciary relationship.