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Resolutions:
A meeting reaches a decision by passing a resolution. There are two kinds of resolution, ie.
(a) an ordinary resolution which is carried by a simple majority of votes cast. Where no other kind of resolution is specified "resolution" means an ordinary resolution; and
(b) a special resolution which requires both a three-quarters majority of votes cast and 21 days notice: (s.142).
Apart from the utilized size of the majority and period of notice the main differences between the types of resolution are:
A. the text of individual resolutions must be set out in full in the notice convening the meeting (and it must be described as special resolution): CA s.142. This is not necessary for an ordinary resolution if it is ordinary business; and
B. a signed copy of every special resolution (and equivalent decisions by unanimous consent of members) must be delivered to the registrar for filing. Some ordinary resolutions, particularly those relating to share capital, have to be delivered for filing but many do not.
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