論民法中的決議行為－－從農民集體決議、業主管理規約到公司決議

On Resolution of Civil Law - From the Resolution of Rural Collective Economical Organization, theOwners' Management Stipulations to the Company Resolution

作為團體法的產物，社員權中的共益權經由決議行為的方式行使。決議行為的根本特徵在於其根據程序正義的要求採取多數決的意思表示形成機制，決議結果對團體全體成員都具有法律約束力。決議行為不同於共同行為或者合同行為，其擴展了民事法律行為的類型。我國未來民法典總則篇“民事法律行為”中應該規定決議行為的共通法律規則，以促進團體意志的依法形成，保障農民集體經濟組織成員權利、業主成員權、股東共益權等社員權的實現。

As a result of law of private organization, the common beneficial rights of member's rights are exercised through the way of resolution. On the basis of procedural justice, the expression of intention of resolution takes the mechanism of majority decision rule and the decisions have legal binding force to all members of the private organization, which are also the fundamental characteristics of resolution. Resolution is different from common legal act or contract. Resolution expands the types of civil legal acts. The common rules of resolution should be stipulated in civil legal act of general part of the civil code in future. These common rules of resolution help the formation of wills of the organization in accordance with the law and ensure the implementation of membership rights of rural collective economical organizations, membership rights of the owners and common beneficial rights of shareholders.