Resolution Instead of Annual General Meeting Clause Samples
The 'Resolution Instead of Annual General Meeting' clause allows a company's shareholders to pass resolutions in writing as an alternative to holding a formal annual general meeting (AGM). In practice, this means that all matters typically addressed at an AGM—such as approving financial statements, appointing auditors, or electing directors—can be decided through written consent, provided all eligible shareholders agree. This clause streamlines corporate governance by eliminating the need for a physical meeting, saving time and administrative costs, and ensuring that essential decisions can be made efficiently even when convening an AGM is impractical.
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Resolution Instead of Annual General Meeting. If all the shareholders who are entitled to vote at an annual general meeting consent in writing by unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 11.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. DocuSign Envelope ID: 88DE1037-A4D4-482C-8C37-CB14D0B09E70
Resolution Instead of Annual General Meeting. If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.
Resolution Instead of Annual General Meeting. If all the shareholders who are entitled to vote at an annual general meeting consent in writing by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this §10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. A unanimous resolution passed in writing under this §10.2 may be by signed document, fax, email or any other method of transmitting legibly recorded messages. Any electronic signature on a unanimous resolution, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A unanimous resolution in writing may be in two or more counterparts which together are deemed to constitute one unanimous resolution in writing.