Duhaime's Law Dictionary Extraordinary Resolution Definition: A vote on a resolution presented to a corporate body which has obtained the assent of a number of the members present greater than a majority. Related Terms: Special Resolution Also known as a special resolution. An extraordinary or special resolution is a high threshold and an exception to the rule of a simple majority, as required for ordinary resolutions. The requirement of an extraordinary resolution has the potential to hinder the responsiveness of a corporate entity and so it is "extraordinary" that it would be required. Traditionally, the threshold of an extraordinary resolution has been three quarters (3/4 or 75%) although it may also be two thirds (2/3 or 66.7%) of the members present. However, the three-quarters (3/4) threshold is customary for substantial changes such as altering the constitution of the corporate entity, or some such other significant change. Most jurisdictions, or the corporations created under their jurisdiction, a strict requirements in terms of notice of the presentation of an extraordinary resolution. Because, generally speaking, and subject to the terms of a corporate entity's constitution, and extraordinary resolution requires an affirmative vote by 75 percent of the members who attend the meeting, not a 75 percent vote of all the members at-large. The 3/4 threshold applies only to the members that attend the duly-called meeting. Conversely, abstentions can have a significant impact on extraordinary resolution put to a vote and in effect, are tantamount to an opposing vote. References: Duhaime, Lloyd, Consumer & Commercial Law Duhaime, Lloyd, Legal Definition of Resolution Duhaime, Lloyd, Legal Definition of Special Resolution Categories & Topics: Duhaime's Parliamentary Law Dictionary Always looking up definitions? Save time with our search provider (modern browsers only) If you find an error or omission in Duhaime's Law Dictionary, or if you have suggestion for a legal term, we'd love to hear from you!