160 SECRETARIAL PRACTICE
with only if all the members entitled to attend and vote at the
meeting agree to the resolution being passed, notwithstanding
that twenty-one days’ notice has not been given. Semble if
all the members agree to the resolution as a special resolution
it will be valid, notwithstanding a failure to comply with the
above conditions [s. 118, 4 (c)].

The effect of the other provisions of s. 117 which are
applicable both to extraordinary and to special resolutions,
may be thus summarised:

(I) At any of the meetings referred to above, a declaration
of the chairman that the resolution is carried is, unless a poll
is demanded, conclusive evidence of the fact, without proof
of the number or proportion of votes recorded in favour of
or against the resolution.

(2) At any of the meetings a poll may be demanded by the
number of members specified in the articles, five being the
maximum number that may be required, or, where there is no
provision in the articles, by three members or by one or two
members who holds or hold together not less than fifteen per
cent. of the paid-up capital.

(3) On a poll, members may give the number of votes to
which they are entitled by the Act or by the articles.

(4) Notice of any of the meetings is duly given and the
meeting duly held when the notice is given and the meeting
held in accordance with the Act or the articles.

S. 118 of the Act provides that within fifteen days from the
passing or making of :—

(a) a special resolution;

(6) an extraordinary resolution;

{¢) a resolution agreed to by all the members of the com-
pany which, if not so agreed to, would not have been
effective for its purpose unless passed as a special
or extraordinary resolution as the case may be;

a resolution or agreement agreed to by all the members
of some class of shareholders which, if not so agreed to,
would not have been effective for its purpose unless
passed by a particular majority or in a particular
manner, or a resolution or agreement effectively
binding all the members of any class of shareholders
though not agreed to by all; or

a resolution for voluntary winding up passed under
s. 225 (I) (a) of the Act as the case may be, a printed
copy of the resolution or agreement must be forwarded

+
)