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 idea being tested is the default voting threshold for board decisions. In ordinary circumstances, a board resolution is passed by a simple majority of votes cast by directors who are present at a meeting that has a valid quorum. This means more votes in favour than against, and abstentions typically don’t count toward the tally. The Articles of Association can set a higher threshold for certain matters, including unanimity, in which case all directors would need to agree. Two-thirds or other higher margins are generally reserved for specific, more significant resolutions and are not the usual rule for everyday board decisions. If the Articles specify “majority of directors present,” the result can be affected by who is actually present or voting, but the standard default remains a simple majority of those voting.