Examples.

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SECRETARIAL PRACTICE
of special business the general nature of such business.
Special business is usually defined as all business transacted
at an extraordinary general meeting, and all business transacted
at an ordinary general meeting, except the sanctioning of a
dividend, and the consideration of the balance sheet, the
report of the directors and auditors, and the election of
directors and auditors.

The principle of law, that a meeting has no power to pass
any resolution outside the scope of the notice, must be con-
sidered in connexion with the common provision of articles of
association, just mentioned, to the effect that a notice of a
meeting to transact what is commonly described as special
business must state the general nature of the business. The
sufficiency of notices has frequently been discussed before
the Courts, and a few instances may be mentioned as afford-
ing some guidance. It is impossible to lay down any hard
and fast rule as to what notice is or is not sufficient, since it
has been held, in Normandy v. Ind, Coope & Co. [(1908), 1
Ch. 84], that the sufficiency of a notice must be determined
by the special circumstances of each case. Here are five
concrete examples: (1) A notice specified a resolution to the
effect that directors’ remuneration should be 40 per cent.
of certain profits; the resolution was passed with the substitu-
tion of 30 per cent. for 40 per cent.: held, that the alteration
did not invalidate the resolution [Torbock v. Lord Westbury
(xg902), 2 Ch. 871]. (2) Notice was given of an extraordinary
meeting for the purpose of altering the company’s articles;
the notice did not indicate the nature of the alterations,
which were important: held, that the notice was insufficient
(Normandy v. Ind. Coope & Co. (above)]. (3) The notice
convening a general meeting stated that it would be held
for the purpose of receiving the directors’ report, and the
election of directors and auditors. The directors’ report
which accompanied the notice, mentioned special business
not referred to in the notice, namely, the ratification of the
board’s previous election of a director: held, that the notice
and report together were sufficient notice of this special
business [Boschoek Proprietary Company v. Fuke (1906),
I Ch. 148]. (4) The notice of the annual general meeting
stated that the meeting was for the purpose of considering
and, if thought fit, of passing certain resolutions, ‘with such
amendments and alterations as shall be determined upon at
such meeting.” One of the resolutions was for the appoint-
ment of three specified persons as directors. To this resolu-
tion an amendment was carried that two additional specified
persons should also be appointed; the articles provided that