126 SECRETARIAL PRACTICE
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 extraordinary 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.

Extra- It will be observed that, in the case of an extraordinary or
ordinary and special resolution, the notice must specify the intention to
Soectst, propose the resolution as an extraordinary or special resolution
eSOlulON. 5s the case may be. The body of the notice will accordingly
be in the following, or some similar, form:

‘Notice is hereby given that an extraordinary general
meeting of the above-named company will be held at
. on day, the day of , Ig, at
o'clock in the noon, when the subjoined
resolution will be proposed as an [extraordinary] [special]

resolution: that etc.’

The length of notice required for an extraordinary resolution
is the usual length of notice for general meetings of the
company, ¢.e. that specified by the articles, or, if no other
provisionis made by the articles, seven clear days[s. 115 (1) (a)].
In the case of a special resolution, in the absence of agreement
to the contrary among all the members entitled to attend
and vote, it must be not less than twenty-one clear days.

If the notice does not specify the intention to propose the
resolution as an extraordinary resolution, or special resolution,
as the case may be, the resolution will not be validly passed
[MacConnell v. E. Prill & Co. (1916) 2 Ch. 57].

A special resolution no longer requires confirmation at a
second meeting [cf. s. 69 (2) of the Act of 1908].

Under the Act of 1908 the majority required was not less
than three-fourths of the members present and entitled to
vote, whereas under the Act of 1929 members present but
not voting are not taken into account.

The requirements of the Statute and of articles of asso-
ciation regarding notices are intended for the protection of
the shareholders, and it appears that if, in spite of non-