Section 292
Special resolutions
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; or
(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 a 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.
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(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; and
(b)
if it is so stated in the notice of the meeting, the resolution shall only be passed as a special resolution.