A board resolution is typically passed by what margin unless the Articles require unanimity?

A board resolution is typically passed by what margin unless the Articles require unanimity?

• A. Two-thirds majority
• B. Unanimity
• C. Majority of directors present
• D. Simple majority

Answer: (D)

The key idea is that decisions by the board are typically made by an ordinary resolution, meaning a simple majority of directors who are entitled to vote at a meeting (and who are present and voting, with the meeting having a valid quorum). This default threshold keeps governance moving efficiently while still requiring broad support. The Articles of Association can lift this threshold for particular matters, even demanding unanimity, but unless they say so, a simple majority is enough. A two-thirds majority is a higher hurdle than usual, and a majority of directors present can be ambiguous because it depends on who is entitled to vote and who actually votes. Unanimity would only apply if the Articles require it.