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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