160 SECRETARIAL PRACTICE 
with only if all the members entitled to attend and vote at the 
meeting agree to the resolution being passed, notwithstanding 
that twenty-one days’ notice has not been given. Semble if 
all the members agree to the resolution as a special resolution 
it will be valid, notwithstanding a failure to comply with the 
above conditions [s. 118, 4 (c)]. 
The effect of the other provisions of s. 117 which are 
applicable both to extraordinary and to special resolutions, 
may be thus summarised: 
(I) At any of the meetings referred to above, a declaration 
of the chairman that the resolution is carried is, unless a poll 
is demanded, conclusive evidence of the fact, without proof 
of the number or proportion of votes recorded in favour of 
or against the resolution. 
(2) At any of the meetings a poll may be demanded by the 
number of members specified in the articles, five being the 
maximum number that may be required, or, where there is no 
provision in the articles, by three members or by one or two 
members who holds or hold together not less than fifteen per 
cent. of the paid-up capital. 
(3) On a poll, members may give the number of votes to 
which they are entitled by the Act or by the articles. 
(4) Notice of any of the meetings is duly given and the 
meeting duly held when the notice is given and the meeting 
held in accordance with the Act or the articles. 
S. 118 of the Act provides that within fifteen days from the 
passing or making of :— 
(a) a special resolution; 
(6) an extraordinary resolution; 
{¢) a resolution agreed to by all the members of the com- 
pany which, if not so agreed to, would not have been 
effective for its purpose unless passed as a special 
or extraordinary resolution as the case may be; 
a resolution or agreement agreed to by all the members 
of some class of shareholders which, if not so agreed to, 
would not have been effective for its purpose unless 
passed by a particular majority or in a particular 
manner, or a resolution or agreement effectively 
binding all the members of any class of shareholders 
though not agreed to by all; or 
a resolution for voluntary winding up passed under 
s. 225 (I) (a) of the Act as the case may be, a printed 
copy of the resolution or agreement must be forwarded 
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