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