Which elements are required to pass a special resolution?

Which elements are required to pass a special resolution?

• A. Only by written resolution circulated to all members.
• B. Unanimous consent of directors.
• C. Held at a general meeting, with at least 14 days' notice specifying intention to pass the resolution, and 75% of members.
• D. Only by a special committee decision.

Answer: (C)

A special resolution requires a formal, higher-threshold process. It must be considered and voted on at a general meeting of members, not just decided by directors or through a committee. The meeting needs proper convening with at least 14 days’ notice that specifies the intention to pass the resolution, giving members time to consider it and attend. The resolution must receive at least 75% of the votes cast by members entitled to attend and vote. This combination ensures major changes have broad support and that members have a real opportunity to participate. The other paths—unanimous consent of directors or a decision by a committee—do not meet the required member-driven, high-threshold process. While written resolutions circulated to all members can occur in some contexts, the standard approach described here is the general meeting with a 75% majority.

A special resolution requires a formal, higher-threshold process. It must be considered and voted on at a general meeting of members, not just decided by directors or through a committee. The meeting needs proper convening with at least 14 days’ notice that specifies the intention to pass the resolution, giving members time to consider it and attend. The resolution must receive at least 75% of the votes cast by members entitled to attend and vote. This combination ensures major changes have broad support and that members have a real opportunity to participate. The other paths—unanimous consent of directors or a decision by a committee—do not meet the required member-driven, high-threshold process. While written resolutions circulated to all members can occur in some contexts, the standard approach described here is the general meeting with a 75% majority.