We are glad to inform you that we are integrating a new feature into our Sherpany Boardroom Application: the digital Circular Resolution (dCR). The dCR is the perfect way to confirm a resolution digitally, without the need to hold a meeting or a conference call and enables companies to take decisions remotely and in an asynchronous way. Mostly, dCRs are of a formal nature and need to be passed between Board meetings while its topics have been pre-discussed. Examples are the nomination of signatories, formal decisions to appoint a member of top management once contractual arrangements are agreed or the sign-off of an investment, once all parameters are known and no further discussion is necessary. With this feature, decisions can now be taken in a fully digital manner, including the legal requirements and being compliant with Art. 713 II Swiss Code of Obligations and Art. 2475. “Amministrazione delle società” from the Italian Civil Code, and §107 and §108 Aktiengesetz in Germany. In order to be compliant with your internal regulations, please check the Articles of Association, as well as your Organisations Guidelines giving you access to the modalities of votings in your Board, including quorum and further requirements for a valid decision-making process.
How to create a Circular Resolution
Creating a dCR in your Boardroom is very easy. Keep in mind that the dCR has a declaratory nature, therefore it is used for an item which does not need further discussion. As for all meeting types, the Admin has full control of all the process steps and can even cast a vote on behalf of a member who may not have access to the system, although his/her vote is needed. In such cases, the Admin must include an explanation of the reason behind voting on behalf of the member. Instead of a meeting date and time, dCR meetings require a deadline that gives members a time frame in which they can cast their vote. The deadline, though, is not a binding one - the Admin may decide to close the vote earlier or even to allow post-deadline votes. The default agenda item type in dCR's is "Resolution", existing uniquely in this type of meetings. On each resolution, the available answers can be defined - and if not needed the two options -"Abstention" and "Request discussion" can be de-selected. Due to the fact that the content in the dCR cannot be changed during the voting period, publishing a dCR requires the Admin to seal the meeting.
How to vote
Once the dCR is published, please notify your members using the in-App notification. Members may vote using their App or the web access, in full independence of the device they are using. Before a vote can be cast, the member needs to insert his/her signature (one-time). Once the vote is cast, the member is forwarded to a view on the status of the resolution and a confirmation email is sent to the member and the Admin. The same applies if the Admin votes on behalf of a member. Changes in the voting are possible up to the moment in which an Admin closes the digital Circular Resolution and confirms/rejects the resolution. Following your internal organisational guidelines, a resolution may be rejected if one member only requests discussion on the item. Ideally, the termination of the dCR is in line with the defined deadline, although the Admin may decide to deviate from it. Only the Admin is entitled to end the process in a legally binding way by confirming/rejecting the resolution.
How to report the result
Confirming or Rejecting a resolution is one of the responsibilities of an Admin. This is done in the outcome tab of the resolution item by selecting the corresponding button. Since discussion requests or late change of votes are possible at any time, we suggest not to close the dCR before the defined deadline. In case the Admin needs to vote on behalf of a member, they may open the section "Outcome status", which also includes the option to overwrite an already casted vote, if required. Even in these cases, the confirmation email is sent to the members, as well as to all Admins of your Boardroom. The dCR process is being closed by the export of an audit-proof PDF report, containing all details on the voting process, the signatures and the voting result.
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