If the failure to give notice to some members was accidental it shall not

If the failure to give notice to some members was

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If the failure to give notice to some members was accidental, it shall not invalidate the meeting unless it was called by or at the instance of members – s. 313 CA 2006. 22.5 RESOLUTIONS Decisions of company members are passed as resolutions. These are binding on the company and its managers. The resolutions recognised by the Companies Act 2006 are the ordinary resolution, special resolution and written resolution. There is also the unanimous resolution established under the Common Law. Special and unanimous resolutions and the unanimous resolution of a class of shareholders, or which is binding on all members of the class, have the effect of altering a company’s constitution (s. 29 CA 2006). Resolutions may be passed at general meetings or without the need for general meetings. Ordinary and special resolutions require a general meeting. Written resolutions and unanimous resolutions do not require a general meeting. Resolutions may also be passed at class meetings of shareholders. 22.5.1 ORDINARY RESOLUTION – S.282 CA 2006 This is a decision by a simple majority (at least 51%) of members present and voting at a general meeting. This means that the necessary majority is counted from the shareholders who actually attend the meeting and cast their votes. For example, if a company has hundred members and only fifty attend a general meeting, the simple majority by show of hands shall be twenty-six. Provided all members entitled to vote at a meeting have been duly invited, they are bound by the decisions of those who attend the meeting. Unless the articles of association or the Company’s Act stipulate a larger majority, decisions at a general meeting should be adopted by ordinary resolution. Download free eBooks at bookboon.com
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BUSINESS ORGANISATIONS AND AGENCY 407 COMPANY MEMBERS 22.5.2 SPECIAL RESOLUTION – S. 283 CA 2006 This type of resolution requires at least 75% of the votes of members present and voting at a general meeting. Usually decisions on serious matters require special resolutions. If a matter is to be proposed as a special resolution, the notice of meeting must state the text of the proposed resolution and the intention to propose it as a special resolution. This is necessary to allow members to study the proposal and decide which way to vote. Matters requiring special resolutions include alteration of articles of association, voluntary winding up, and reduction of share capital. All resolutions of a plc must be passed either by ordinary or special resolution at a general meeting. 22.5.3 WRITTEN RESOLUTIONS – S. 288 CA 2006 A private company may take decisions by way of a written resolution. This is a resolution signed by the members without the need for a general meeting. A public company cannot use a written resolution. Written resolutions, which replaced the previous regime of elective resolutions, make decision-making easier for private companies. Members of a company or the Board of Directors may propose a resolution as a written resolution. A class of shareholders may also use written resolutions. The proposal of the resolution must contain a text of the
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