475
70.--(1) A resolution shall be an extraordinary resolu- Definitions tion when it has been passed by a majority of not less than of extra- three fourths of such members entitled to vote as are ordinary
and special present in person or by proxy (where proxies are allowed) resolution. at a general meeting of which notice specifying the inten- & Edw. 7 c. tion to propose the resolution as an extraordinary resolution 69 s. 69. has been duly given.
(2) A resolution shall be a special resolution when it has been-
() passed in manner required for the passing of an
extraordinary resolution; and
(b) confirmed by a majority of such members en- titled to vote as are present in person or by proxy (where proxies are allowed) at a suise- quent general meeting, of which notice has been duly given, and held after au interval of not less than fourteen days, nor more than one month, from the date of the first meeting. (3) At any meeting at which an extraordinary resolution. is submitted to be passed or a special resolution is submit- ted to be passed or confirmed, a declaration of the chairman that the resolution is carried shall, unless a poll is demand- ed, he conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(4) At any meeting at which an extraordinary resolution is submitted to be passed or a special resolution is sub- mitted to be passed or confirmed a poll may be demanded, if demanded by three persons for the time being entitled according to the articles to vote, unless the articles of the company require a demand by such number of such per- sons, not in any case exceeding five, as may be specified in the articles.
(5) When a poll is demanded in accordance with this section, in computing the majority on the poll reference shall be had to the number of votes to which each member is entitled by the articles of the company,
(6) For the purposes of this section notice of a meeting shall be deemed to be duly given and the meeting to he duly held when the notice is given and the meeting held in manner provided by the articles.
71.—(1) A copy of every special and extraordinary re- Registration solution shall within twenty-eight days from the confirmation and copies of the special resolution, or from the passing of the extra of special ordinary resolution, as the ease may be, be printed and resolutions. forwarded to the registrar of companies, who shall record
the same.
(2) Where articles have been registered, a copy of every special resolution for the time being in force shall be embo- died in or annexed to every copy of the articles issued after the confirmation of the resolution.
(3) Where articles have not been registered, a copy of every sperial resolution shall be forwarded in print to any member at his request, on payment of fifty cents or sneh less sum as the company may direct.
(4) If a company makes default in printing or forward- ing a copy of a special or extraordinary resolution to the registrar it shall be liable to a fine not exceeding twenty dollars for every day during which the default continues,
(5) If a company makes default in embodying in or an- nexing to a copy of its articles or in forwarding in print to a member when required by this section a copy of a special resolution, it shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made.
(6) Every director and manager of a company who know- ingly and wilfully authorises or permits any default by the company in complying with the requirements of this section shall be liable to the like penalty as is imposed by this section on the company for that default.
Ib. s. 70.
72.-(1) Every company shall cause minutes of all pro- Minutes of ceedings of general meetings and (where there are directors proceedings or managers) of its directors or managers to be entered in and directors. books kept for that purpose.
Ib, s. 71.