Section 290: Passing a Resolution
(1) A resolution of the members or of a class of members of a private company shall be passed either-
(a) By a written resolution
(b) At a meeting of the members.
(2) A resolution of the members or of a class of members of a public company shall be passed at a meeting of the members.
(3) Unless otherwise provided in the constitution, where this Act does not specify the type of resolution required, the resolution of a company shall be passed as an ordinary resolution.
Section 291: Ordinary Resolutions
(1) An ordinary resolution of the members or a class of members of a company means a resolution passed by a simple majority of more than half of such members-
(a) Who are entitled to vote and do vote in person, or where proxies are allowed, by proxy at a meeting of members
(b) Who are entitled to vote on a written resolution
(2) Subject to paragraph (1)(a), an ordinary resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by members representing a simple majority of members who are present at the meeting.
(3) An ordinary resolution is passed on a poll taken at a meeting if it is passed by members representing more than half of the total voting rights of the members who are entitled to vote and do vote in person or by proxy on the resolution
(4) Subject to the provision of the constitution, any matter that may be passed by ordinary resolution may also be passed by special resolution.
Section 292: Special Resolutions
(1) A special resolution of the members or class of members of a company means a resolution of which a notice of not less than twenty-one days has been given and passed by a majority of not less than seventy-five per centum of such members-
(a) Who are entitled to vote and do vote in person, or where proxies are allowed, by proxy at a meeting of members.
(b) Who are entitled to vote on a written resolution
(2) If a resolution of a private company is passed as a written resolution, the resolution is not special resolution unless it is stated that it is a special resolution and passed as a special resolution.
(3) Subject to paragraph (1)(a), a special resolution passed at a meeting on a show of hands is passed as a special resolution if it is passed by not less than seventy-five per centum of the members who are present at the meeting.
(4) A special resolution is passed on a poll taken at a meeting if it is passed by members representing not less than seventy-five per centum of the total voting rights of the members who are entitled to vote and do vote in person or by proxy on the resolution.
(5) Where a resolution is passed at a meeting-
(a) The resolution is not a special resolution unless the notice of the meeting includes the text of the resolution and states that the resolution is proposed as a special resolution.
(b) If it is so stated in the notice of the meeting, the resolution shall only be passed as a special resolution.
Section 293: General Rules on Voting
(1) Unless otherwise provided in the constitution-
(a) In the case of a company having a share capital-
(i) On a vote on a written resolution, every member shall have one vote in respect of each share or stock held by him.
(ii) On a vote on a resolution on a show of hands at a meeting, every member shall have one vote
(iii) On a vote on a resolution on a poll taken at a meeting, every member shall have one vote in respect of each share or stock held by him
(b) In the case of a company not having a share capital, every member shall have one vote.
(2) Notwithstanding paragraph (1)(a), no member shall be entitled to vote at a meeting unless all calls or other sums presently payable by the member in respect of shares in the company has been paid.
