Section 60Part 4 — Management and Administration of Companies and Associations
Definition of special resolution
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A resolution is a special resolution when —
it has been passed by a majority of at least two - thirds of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting o f which notice specifying the intention to propose the resolution as a special resolution has been duly given, except that a company may in its articles of association specify that the required majority shall be a number greater than two - thirds, and may ad ditionally so provide that any such majority (being not less than two - thirds) may differ as between matters required to be approved by a special resolution; or
if so authorised by its articles of association, it has been approved in writing by all of t he members entitled to vote at a general meeting of the company in one or more instruments each signed by one or more of the members aforesaid, and the effective date of the special resolution so adopted shall be the date on which the instrument or the las t of such instruments, if more than one, is executed.
At any meeting mentioned in this section, unless a poll is demanded by at least one member, a declaration of the chairperson that the resolution has been carried shall be conclusive evidence of the fact, without proof of the number or proportion of votes recorded in favour of or against the same.
Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and the meeting held in manner prescribed by the regulations of the company.
In computing the majority under this section when a poll is demanded, regard shall be had to the num ber of votes to which each member is entitled by the regulations of the company.