NOTICES

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the number of directors should not be more than seven nor
less than three: held, that the business transacted was within
the scope of the special business indicated in the notice [Betts
& Co. v. Macnaghten (1910), I Ch, 430]. (5) The notice of a
meeting to pass special resolutions, authorising directors to
retain the remuneration they had received as directors of a
subsidiary company, did not specify the amount of such
remuneration, which was large; neither did an accompanying
circular: held, that the resolutions were invalid [Baillie v.
Oriental Telephone (1915), 1 Ch. 503].

The above cases illustrate two general principles which have
been laid down with regard to notices, namely, (1) that the
notice must fairly disclose the purpose for which the meeting
is convened [Kaye v. Croydon Tramways Co. (1898), 1 Ch.
358; Tiessen v. Henderson (1889), 1 Ch. 861]; and (2) that
at the same time it must not be construed with excessive
strictness [see remarks of Selwyn, L.J., in Wright's Case
1868), reported in footnote 12 Eq. 334].

As regards the statutory meeting the body of the notice
will be in the following, or some similar form:
‘Notice is hereby given that, pursuant to s. 113 of the
Companies Act, 1929, the statutory meeting of the
company will be he.d at House, Street,
London, E.C., on day, the day of 19
at o'clock in the noon.’
As a rule, in convening general meetings for the transac-
tion of special business, the notice should state the resolutions
which it is proposed to bring before the meeting; and then,
at the meeting, as indicated by the cases referred to above,
any amendment relevant to the resolution may properly be
moved and carried, provided it does not go beyond the scope
of the notice.

A number of forms of common resolutions will be found in
Chapter XIV. Great care must be taken in framing a notice
of a meeting at which it is proposed to pass either a special
or an extraordinary resolution. In this connexion it is
important to observe the precise words of s. 117 (1) and (2)
where an extraordinary resolution and a special resolution
are respectively defined. These two sub-sections run =
follows:

I. A resolution shall be an extraordinary resolution when Extra-
it has been passed by a majority of not less than three- ordinary
fourths of such members as, being entitled so to do, vote in Resolution.
person or, where proxies are allowed, by nr, _t a general