115Special resolutions

#### 115 Special resolutions 115 Special resolutions > > (1) For the purposes of this Act, a special resolution is a resolution passed by a majority of not less than two-thirds of those members who, being entitled to vote— > > > > > (a) in any case—are present, either personally or by proxy, at a meeting at which a motion for the passing of the resolution is moved and vote on the resolution, or > > > > > (b) in the case of a merger or transfer of engagements under Part 5 (Mergers and transfers of engagements)—vote on the resolution by a postal ballot conducted in accordance with the regulations. > > > (2) In the case of a special resolution passed at a meeting, unless a poll is demanded, a declaration by the person presiding at the meeting that a resolution has been carried by a specified majority is conclusive evidence of the fact. > > > (3) Subject to subsection (4), written notice of a proposed special resolution, containing the text or a summary of the motion for the passing of the resolution, must be given to each member of the society who is entitled to vote on the resolution at least 21 days before the date of the meeting or close of the postal ballot. > > > (4) If the rules of the society so provide, notice of a proposed special resolution, setting out its terms, may be given to the members of the society entitled to vote on the resolution by advertisement published in a newspaper (whether published in print or on a publicly accessible website) having a circulation generally in the area in which the society operates. > > > (5) A purported special resolution in relation to which notice has not been given in accordance with subsection (3) or (4) is of no effect. > > > (6) However, the failure by a member to receive notice of a proposed special resolution does not invalidate the passing of the resolution. > > > (7) A society must, within 1 month after a special resolution has been passed, submit the resolution to the Registrar for registration. > > > (8) A special resolution is of no effect until registered. > > > (9) The Registrar must register a special resolution of a society if satisfied that— > > > > > (a) the special resolution is not contrary to— > > > > > > > (i) this Act, or > > > > > > > (ii) the standards, and > > > > > (b) there is no good reason why the special resolution should not be registered. > > > (10) This section applies in relation only to those matters that are required by this Act or a society’s rules to be passed or approved by a special resolution. > > **s 115:** Am 2017 No 63, Sch 2.2 \[4\]; 2024 No 25, Sch 6.8\[2\].