Companies Act, 1959

Extraordinary and special resolutions.

6.—(1) Section 69 of the principal Act is hereby amended—

(a) by the substitution in subsection (1) of “as, being entitled so to do, vote” for “entitled to vote as are present”;

(b) by the substitution of the following subsection for subsection (2):

“(2) A resolution shall be a special resolution when it has been passed by such a majority as is required for the passing of an extraordinary resolution and at a general meeting of which not less than twenty-one days' notice specifying the intention to propose the resolution as a special resolution has been duly given:

Provided that if all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days' notice has been given.”;

(c) by the deletion of “or confirmed” in subsection (3) and in subsection (4); and

(d) by the substitution in subsection (5) of “cast for and against the resolution” for “to which each member is entitled by the articles of the company”.

(2) Section 70 of the principal Act is hereby amended—

(a) by the substitution in subsection (1) of “passing of the resolution” for “confirmation of the special resolution, or from the passing of the extraordinary resolution, as the case may be,”; and

(b) by the substitution in subsection (2) of “passing” for “confirmation”.

(3) (a) Any reference to section 69 or 70 of the principal Act contained in any Act which was passed before the passing of this Act shall be construed as a reference to that section as amended by this section.

(b) Any reference to an extraordinary or special resolution of a company contained in any Act which was passed or document which existed before the passing of this Act shall be construed as a reference to such resolution as defined by section 69 of the principal Act as amended by this section.