board resolution

A board resolution is a resolution adopted by the board of directors of a legal person. It is also referred to as management resolution.

Just as with any other resolution that is adopted by a body of a legal person (such as the Shareholders’ Meeting), a board resolution is subject to annulment if:

  • the formation of the resolution is not in accordance with statutory law or the articles of association A document, drawn up when a Dutch company or legal person is set up, and which regulates the operations of the company and defines its purpose.
    » Meer over articles of association
    Articles of Association
  • the resolution is in violation of by-laws
  • the resolution is deemed contrary to the principles of reasonableness and fairness.

Besides, a resolution is null and void if its content violates the law or the articles of association.

Articles of association or statutory law may prescribe that certain resolutions require approval of other bodies of the company than the board. For example resolutions that need approval of the shareholders.

According to Dutch corporate law, no member within a multi-member board shall be excluded from decision making. It is allowed, however, to assign a board member with more than one vote. This has to be agreed in the articles of association though.

Board resolutions have in principle no prescribed form and only have internal effect. Unless otherwise stipulated in the Dutch law or articles of association of the company, a board resolution is adopted by a simple majority vote.

Synonyms: management resolution

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