Section 291. Ordinary resolutions

(1) 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.

(2) Subject to paragraph (1)(a), an ordinary resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by members representing a simple majority of members who are present at the meeting.

(3) 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.

(4) Subject to the provision of the constitution, any matter that may be passed by ordinary resolution may also be passed by special resolution.