Ordinary and special resolutions
📚 Law Minded summary
The Act's two levels of shareholder approval.
An ordinary resolution passes if the votes in favour outnumber the votes against. A special resolution needs at least three times as many votes for as against — the three-quarters majority — and the notice must have said that it is being proposed as a special resolution.
Which one applies is set by the section dealing with the subject, which is why the distinction runs through the whole Act.
(1) A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being e ntitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.
(2) A resolution shall be a special resolution when—
(a) the intention t o propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution;
(b) the notice required under this Act has been duly given; and (c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.