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.

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