624

SECRETARIAL PRACTICE
(2) A person authorised as aforesaid shall be entitled to exercise
the same powers on behalf of the corporation which he represents
as that corporation could exercise if it were an individual shareholder,
creditor, or holder of debentures, of that other company.

Provisions as to
extraordinary
and special
resolutions.

117.—(1) A resolution shall be an extraordinary resolutio.. when
it has been passed by a majority of not less than three-fourths of such
members as, being entitled so to do, vote in person or, where proxies
are allowed, by proxy, at a general meeting of which notice specifying
the intention to propose the resolution as an extraordinary resolution
has been duly given.

(2) A resolution shall be a special resolution when it has been
passed by such a majority as is required for the passing of an extra-
ordinary resolution and at a general meeting of which not less than
twenty-one days’ notice, specifying the intention to propose the
resolution as a special resolution, has been duly given: .

Provided that, if all the members entitled to attend and vote
at any such meeting so agree, a resolution may be proposed and
passed as a special resolution at a meeting of which less than twenty-
one days’ notice has been given.

(3) At any meeting at which an extraordinary resolution or a
special resolution is submitted to be passed, a declaration of the
chairman that the resolution is carried shall, unless a poll is
demanded, be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against
the resolution.
(4) At any meeting at which an extraordinary resolution or a
special resolution is submitted to be passed a poll shall be taken to be
effectively demanded, if demanded—

(a) by such number of members for the time being entitled
under the articles to vote at the meeting as may be specified
in the articles, so, however, that it shall not in any case be
necessary for more than five members to make the demand;
or
if no provision is made by the articles with respect to the
right to demand the poll, by three members so entitled or
by one member or two members so entitled, if that member
holds or those two members together hold not less than
fifteen per cent. of the paid-up share capital of the company.

(5) When a poll is demanded in accordance with this section, in
computing the majority on the poll reference shall be had to the
number of votes to which each member is entitled by virtue of this
Act, or of the articles of the company.

(6) For the purposes of this section, notice of a meeting shall
be deemed to be duly given and the meeting to be duly held when
the notice is given and the meeting held in manner provided by this
Act or the articles.