SECTION 290–293 OF THE COMPANIES ACT 2016
A resolution of the members or of a class of members of a private company shall be passed either:
(a) by a written resolution; or
(b) at a meeting of the members.
A resolution of the members or of a class of members of a public company shall be passed at a meeting of the members.
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 OF THE COMPANIES ACT 2016
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; or
(b) who are entitled to vote on a written resolution.
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.
SECTION 292 OF THE COMPANIES ACT 2016
A special resolution of the members or class of members of a company means a resolution of which a notice of not less than 21 days has been given and passed by a majority of not less than 75% 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; or
(b) who are entitled to vote on a written resolution.
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 75% of the members who are present at the meeting.
A special resolution is passed on a poll taken at a meeting if it is passed by members representing not less than 75% of the total voting rights of the members who are entitled to vote and do vote in person or by proxy on the resolution.
SECTION 293 OF THE COMPANIES ACT 2016
For a company having a share capital:
(a) on a vote on a written resolution, every member shall have one vote in respect of each share or stock held by him;
(b) on a vote on a resolution on a show of hands at a meeting, every member shall have one vote; or
(c) 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.
For a company not having a share capital, every member shall have one vote, unless otherwise provided in the constitution.
A member of a company limited by shares shall not 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 have been fully paid up.