CHAPTER XIV
RESOLUTIONS

REsoLUTIONS are of two classes—resolutions of shareholders
(or classes of shareholders) and resolutions of directors.
Resolutions of shareholders are of three kinds—ordinary,
extraordinary, and special.

A shareholders’ resolution may perhaps be defined as the
formal expression of the will of the company; for the proper
method by which the shareholders can express the will of the
Company on any particular question is by passing a resolution
in general meeting.

The articles usually provide that certain things can be doné
with the consent of the company in general meeting. The Act
also provides that certain things can only be done with the
sanction of a special or extraordinary resolution.

[f there are no provisions in the articles as to the way in
which the consent is to be given, it may be that a formal
resolution is not strictly necessary, and that the proved
assent of every one of the shareholders (and not a majority
only) to a proposal would bind the company. But if the
articles lay down rules for ascertaining the wishes of the
shareholders, those rules must be observed.

Even prior to the Act of 1929, it was held that by the consent
of all the members resolutions could be passed although no
properly constituted meeting had been held [see re Express
Engineering Works (1920), 1 Ch. 466; Oxted Motor Co. (1921),
3 K.B. 32]. The latter of these cases involved the passing of
an extraordinary resolution, and statutory recognition is
given to this decision by s. 118, which requires the delivery
to the Registrar of copies of all such resolutions.

When A resolution is invalid :—
[nvalid. 1. If it contravenes any provision of the law, or is contrary
to public policy;

2. If it proposes that something shall be done which is
beyond the powers of the company:

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