RESOLUTIONS

159
3. If the meeting is not validly constituted according to
the articles or the Act, or if any of the provisions of the
articles or the Act as to the conduct of business are not
observed: but a resolution duly passed by a meeting con-
vened by a board irregularly constituted is valid (Boschoek
Proprietary Co. v. Fuke (1906), 1 Ch. 148}; as also is a resolution
passed at a meeting irregularly convened, but at which all
the members were present and voted for the resolution (see
above).

Unless the articles otherwise provide, a resolution (not
being special or extraordinary) can be passed, if the voting
is taken by show of hands, by a simple majority of those
present and entitled to vote, and, if a poll is demanded, by
a simple majority of the votes given at the poll.

The characteristics of extraordinary and special resolutions gxtra-
have already been dealt with to some extent in Chapter XI. ordinary
Both are defined in s. 117 of the Act, the effect of which is here Resolution
summarised.

For a resolution to be an extraordinary resolution:

1) It must be passed by a majority of not less than three-
fourths of the members voting in person or by proxy (where
proxies are allowed);

iz) Only those members who are entitled to vote may be
counted;

(3) It must be passed at a general meeting;

(4) Notice of the meeting must have been duly given;

5) The notice must have specified the intention to propose
the resolution as an extraordinary resolution.

If any one or more of the above conditions are not fulfilled,
the resolution is not an extraordinary resolution semble
unless all the members agreed to it [see s. 118, 4 (c)]. (See
above.)

For a resolution to be a special resolution:

1) It must be passed by such majority as is required for the
passing of an extraordinary resolution. This involves the
fulfilment of the first two of the conditions specified above as
necessary in the case of an extraordinary resolution.

(2) It must be passed at a general meeting.

(3) Not less than twenty-one days’ clear notice of the
meeting must have been duly given;

(4) The notice must have specified the intention to propose
the resolution as a special resolution.

The third requirement specified above may be dispensed

Special
Resolution.