624 
SECRETARIAL PRACTICE 
(2) A person authorised as aforesaid shall be entitled to exercise 
the same powers on behalf of the corporation which he represents 
as that corporation could exercise if it were an individual shareholder, 
creditor, or holder of debentures, of that other company. 
Provisions as to 
extraordinary 
and special 
resolutions. 
117.—(1) A resolution shall be an extraordinary resolutio.. when 
it has been passed by a majority of not less than three-fourths of such 
members as, being entitled so to do, vote in person or, where proxies 
are allowed, by proxy, at a general 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 extra- 
ordinary 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. 
(3) At any meeting at which an extraordinary resolution or a 
special resolution is submitted to be passed, a declaration of the 
chairman that the resolution is carried shall, unless a poll is 
demanded, be conclusive evidence of the fact without proof of the 
number or proportion of the votes recorded in favour of or against 
the resolution. 
(4) At any meeting at which an extraordinary resolution or a 
special resolution is submitted to be passed a poll shall be taken to be 
effectively demanded, if demanded— 
(a) by such number of members for the time being entitled 
under the articles to vote at the meeting as may be specified 
in the articles, so, however, that it shall not in any case be 
necessary for more than five members to make the demand; 
or 
if no provision is made by the articles with respect to the 
right to demand the poll, by three members so entitled or 
by one member or two members so entitled, if that member 
holds or those two members together hold not less than 
fifteen per cent. of the paid-up share capital of the company. 
(5) When a poll is demanded in accordance with this section, in 
computing the majority on the poll reference shall be had to the 
number of votes to which each member is entitled by virtue of this 
Act, or of the articles of the company. 
(6) For the purposes of this section, notice of a meeting shall 
be deemed to be duly given and the meeting to be duly held when 
the notice is given and the meeting held in manner provided by this 
Act or the articles.