ja_mageia_template_j15

A special resolution is one which has been passed by a majority of not less than three-fourths of the members at a meeting of members, of which not less than twenty-one days’ notice specifying the intention to propose the resolution as a special resolution has been duly given.[1] A resolution may be proposed and passed as a special resolution even if less than twenty-one days’ notice is given if members who collectively hold not less than seventy-five per cent of the total vote of members agree to it.

Where a resolution requires a special notice, such a resolution shall not be effective unless notice of the intention to move it has been given to the offshore company not less than twenty-eight days before the meeting, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting. If that is not practicable, it shall give them notice in any manner allowed by the articles not less than fourteen days before meeting, but if, after notice of the intention to move such resolution has been given to the company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice, although not given to the company within the same time required by this section, shall be deemed properly given.[2]

The following resolution shall, within fourteen days after the passing be lodged with the Registrar:[3]

a) special resolution;

b) resolution which has been agreed to by all the members of an offshore company, being a resolution which, if not agreed to, would not have been effective unless it has been passed as a special resolution;

c) resolution which has been agreed to by all members of the same class of shareholders, being resolution which, if not agreed to, would not have been effective unless passed by some particular majority; and

d) all resolutions which effectively bind all members of any class of shareholders whether agreed to by all members of that class or not.

A copy of every resolution passed as above shall be embodied in or annexed to every copy of the articles issued after passing the resolution.[4]