Companies Act Section 114 — Ordinary and special resolutions
CHAPTER VII MANAGEMENT AND ADMINISTRATION
Commercial / Corporate
Summary
Sub-section (1) explains what makes a resolution an ordinary resolution. It is an ordinary resolution when the required notice under the Act has been properly given, and the votes cast in favour of the resolution—whether by a show of hands, electronically, or on a poll—by members who are entitled to vote and do so in person, by proxy (if allowed), or by postal ballot, exceed the votes cast against it. This count includes any casting vote given by the Chairman.
Sub-section (2) sets out the conditions for a resolution to be a special resolution. Under clause (a), the intention to propose the resolution as a special resolution must be clearly stated in the notice calling the general meeting or in any other intimation given to members about the resolution. Under clause (b), the notice required under the Act must have been properly given. Under clause (c), the votes cast in favour of the resolution—whether by a show of hands, electronically, or on a poll—by members entitled to vote in person, by proxy, or by postal ballot, must be at least three times the number of votes cast against it by those same entitled members.
Official Text
(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 entitled 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 to 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.