Question from a reader:
When conducting a special resolution at a general meeting with 47 members, what conditions are necessary for the resolution? Specifically, what do “more than half of the total regular members” and “two-thirds or more of the voting rights of the total regular members” mean? Additionally, should proxies be taken into consideration?
Conditions for Special Resolutions at General Meetings
A special resolution is a procedure required for making decisions on specific important matters, and the requirements are generally defined by the articles of incorporation or laws. In particular, when there are 47 members, several conditions must be met to conduct a special resolution.
More than Half of the Total Regular Members and Two-Thirds or More of the Voting Rights
First, “more than half of the total regular members” means that when there are 47 members, at least 24 votes in favor are needed. This is based on the number of members actually present, and the voting rights of absent members are not considered. On the other hand, “two-thirds or more of the voting rights of the total regular members” refers to needing support from two-thirds or more of the total voting rights held by all members. Assuming all voting rights are exercised with 47 members, 32 votes in favor would be required. Thus, since these conditions differ, it is necessary to proceed with the voting while being aware of both the actual number of attendees and the overall voting rights to establish a special resolution.
Consideration of Proxies
Proxies are also an important factor. A proxy is a document that allows absent members to delegate their voting rights to a representative, and considering this can increase the number of attendees and ultimately contribute to the establishment of the resolution. For example, if a member brings 10 proxies, the actual number of attendees would exceed 47, and the votes of those holding proxies would also be counted. Therefore, it is essential to fully understand and prepare for the handling of proxies in special resolutions.
Legal Background
The conditions for such special resolutions are defined by laws regarding general incorporated associations and general foundations, as well as the articles of incorporation of various organizations. Legally, special resolutions aim to respect the opinions of minorities by requiring stricter approval criteria for important decision-making. For instance, matters requiring a special resolution include amendments to the articles of incorporation or dissolution, which are core issues for the organization and thus require a majority in favor. Particularly in the entertainment industry, where participants’ rights and interests are diverse, transparency in special resolutions is demanded. This is also an important factor in building trust within the industry.
Analysis from a Psychological Perspective
The decision-making process in special resolutions involves not only legal procedures but also psychological aspects. Smooth communication among members and the feeling that their opinions are respected are factors that enhance members’ willingness to participate. In particular, in the entertainment industry, where fans and stakeholders often have emotional connections, the recognition and opinions regarding special resolutions are given greater importance. For example, establishing public discussions or forums for exchanging opinions to reflect fans’ views can promote member participation and support the smooth progress of special resolutions. Moreover, from a psychological standpoint, the concept of “groupthink” exists, which is a phenomenon where individual opinions are suppressed in an effort to achieve consensus within a group. To prevent this in special resolutions, it is necessary to create an environment that encourages diverse opinions.
Ethical Considerations
Decision-making in special resolutions should also be examined from an ethical perspective. Decisions that ignore members’ opinions can undermine the organization’s credibility, making a transparent process essential. Especially in the entertainment industry, relationships with fans and stakeholders are crucial, and ethical awareness is believed to contribute to the organization’s long-term success. For instance, appropriately addressing feedback from fans can lead to better performances and services, ultimately resulting in increased revenue.
Industry Regulations and Contract Law
The entertainment industry is subject to various legal regulations. In particular, copyright law and contract law are important elements, and understanding these can influence decision-making in special resolutions. For example, if issues related to copyright are included in the content of a special resolution, legal knowledge regarding those issues is required. When members are making resolutions concerning content they hold copyright to, it is important to confirm in advance how those rights will be handled and to establish a transparent process.
Practical Advice
To conduct special resolutions smoothly, the following practical advice can be effective: 1. Advance Preparation: Inform members in advance about the topics necessary for the special resolution and actively collect their opinions. This respects members’ views and enhances their willingness to participate. 2. Utilization of Proxies: Obtain proxies from members who cannot attend to encourage the exercise of voting rights. It is important to thoroughly inform members about the handling of proxies in advance. 3. Ensuring Transparency: Make minutes and results of the special resolution available to all members to foster trust through transparency. 4. Psychological Consideration: Create an environment where diverse opinions are respected by establishing forums for exchanging views. This helps prevent groupthink and leads to better decision-making.
Conclusion and Recommendations
Special resolutions at general meetings require consideration of many legal, psychological, and ethical aspects. Particularly in the entertainment industry, respecting participants’ awareness and opinions is directly linked to the organization’s credibility and success. When conducting a special resolution, it is important to meet legal requirements while also considering psychological aspects and ethical responsibilities. This will help form a healthier decision-making process and enhance the overall satisfaction of participants. Please feel free to share your experiences and opinions. If you have specific examples or thoughts regarding special resolutions, I would love to hear them.
