184. Special resolutions Flashcards
- Special resolutions
General overview
[184.01] Where the Act does not specify that a special resolution is needed to pass a resolution, an ordinary resolution suffices. A special resolution is a resolution which has been passed by a majority of not less than three-fourths of such members as being entitled to vote in person or by proxy present at a general meeting. In the case of a private company, not less than 14 days’ prior written notice, and in a public company, not less than 21 days prior written notice shall have been given to the members: s 184(1)(a) and (b). The directors gave notice in writing that an EGM of the company would be held on February 15, 1905, at a certain hour and place, when a resolution subjoined (which was for reduction of capital) would be proposed. The notice proceeded as follows: “Should such resolution be duly passed by the required majority, the same will be submitted for confirmation as a special resolution to a subsequent general meeting of the company which will be held on Friday, the 3rd day of March, 1905, at the same time and place”. The court held that, notwithstanding the articles of association, and s 51 of the Companies Act 1862 (UK), the concluding paragraph of the document, being only notice of a contingent meeting, was not notice of a meeting within the meaning of the section, and that the resolution had therefore not been duly confirmed: ReNorth of England Steamship Co [1905] 1 Ch 609, Ch D.
