Corporate Governance · glossary

Written resolution

A decision of the directors on paper, without a meeting. It counts only when every director who could have voted has signed it (Model Article 8). The company secretary alone circulates it and records the date of the last signature, which is the date of the decision. Definition: Board · Charter §4.6 · Chapter 6

Explained in Chapter 6, Meetings, Quorum and the Decision That Did Not Count, of Corporate Governance.

How it comes up, in Chapter 6
A written resolution of the directors is a decision taken on paper, without a meeting. The Articles allow it only when it is unanimous. Every eligible director, meaning every director who could have voted on the matter at a meeting, must agree in writing (Article 8).
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As defined in the training board charter
the board of directors of the Company for the time being, acting at a quorate meeting or by a written resolution under paragraph 4.6.
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