(1) A resolution of the members (or of a class of members) of a private company must be passed—
(a) as a written resolution in accordance with Chapter 2, or
(b) at a meeting of the members (to which the provisions of Chapter 3 apply).
(2) A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).
(3) Where a provision of the Companies Acts—
(a) requires a resolution of a company, or of the members (or a class of members) of a company, and
(b) does not specify what kind of resolution is required,
what is required is an ordinary resolution unless the company's articles require a higher majority (or unanimity).
(4) Nothing in this Part affects any enactment or rule of law as to—
(a) things done otherwise than by passing a resolution,
(b) circumstances in which a resolution is or is not treated as having been passed, or
(c) cases in which a person is precluded from alleging that a resolution has not been duly passed.
(1) An ordinary resolution of the members (or of a class of members) of a company means a resolution that is passed by a simple majority.
(2) A written resolution is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of eligible members (see Chapter 2).
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