Glossary

Special Resolution

A special resolution is a vote that requires a super majority (usually 2/3) in favour of the vote for it to succeed.

A non-profit can amend its bylaws to raise the threshold for a special resolution up to 100%. However, one exception is that the threshold to remove a director must remain 2/3.

When a special resolution is voted on at general meeting, it usually requires at least 2/3 of voting members present to vote in favour of the motion for it to succeed. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Societies Act requires a special resolution for a non-profit to:

  • amend the constitution or bylaws;
  • remove or discipline a director or member;
  • enter into a contract that may result in a conflict of interest for a director;
  • make significant financial decisions such as liquidation, sale of assets, or leasing of assets.

If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting.