ordinary resolution

It would be easier to identify those matters which require a special resolution. Ordinary resolutions are for when the company is seeking the approval / authority of the majority of its members to enter a transaction or pursue a chosen strategy.

Special notice is required for just six ORDINARY RESOLUTIONS – it is never required for any other type of resolution. A simple majority is required to vote in favour of these resolutions to no special majority is required. But they DO require a length of notice which is rather special – they need 28 days’ notice given to the company’s registered office and then the company has to give notice of the proposed resolution to be heard at a general meeting of which 21 days’ notice shall be given to the members.

Types of resolution requiring this special notice?

These are the two to remember:

Remove a director from office before his / her contract expires
Remove an auditor from that position mid-way through his / her year of office

The others:

Appoint / reappoint a director aged 70 to the board of a public company
Appoint as auditor someone other than the retiring auditor
Appoint an auditor to fill a casual vacancy in the position of auditor
Confirm in appointment an auditor appointed in the mid-term by the directors to fill a casual vacancy

Hope that helps

You’re welcome – and good luck next week