# Resolutions — Ordinary and Special [Section 114]
## 1. What is a Resolution?
A resolution is the formal decision of an organization while transacting business at a meeting. A motion that obtains the necessary majority vote in its favour becomes a resolution. Once passed, the company is bound by it.
## 2. Motion vs Resolution
| Feature | Motion | Resolution |
|---|---|---|
| Nature | A proposal brought before the meeting | Adoption of a motion duly made and seconded |
| Order | Comes first | Comes after a motion is passed |
| Outcome | Recommends approval/disapproval/action | Binds the company |
| Example | Motion to adjourn the meeting | Resolution declaring dividend |
Key point: Every motion need NOT be followed by a resolution (e.g., motion for adjournment). A procedural motion (closure, adjournment etc.) can usually be passed by an ordinary resolution unless the articles provide otherwise.
## 3. Types of Resolutions Under the Act
```
Resolutions
/ \
Ordinary Resolution Special Resolution
(simple majority (votes in favour ≥ 3 ×
> 50%) votes against)
```
## 4. Ordinary Resolution [Sec. 114(1)]
A resolution is ordinary if:
1. The notice required under the Act has been duly given, AND
2. Votes cast in favour (by show of hands, electronically, or on poll — including casting vote of Chairman, if any) by members entitled to vote (in person, by proxy where allowed, or by postal ballot) EXCEED the votes cast against it by members so entitled and voting.
In simple terms: Votes in favour > Votes against (simple majority — more than 50% of votes cast).
## 5. Special Resolution [Sec. 114(2)]
A resolution is special when ALL three conditions are met:
(a) The intention to propose it as a special resolution has been duly specified in the notice calling the GM (or other intimation to members);
(b) The notice required under the Act has been duly given; AND
(c) Votes cast in favour (by show of hands, electronically, or on poll — by members voting in person, by proxy, or by postal ballot) are NOT LESS THAN 3 TIMES the votes cast against by members so entitled and voting.
### Four Characteristics of a Special Resolution
1. Specified Majority — votes in favour ≥ 3 × votes against
2. Resolution text set out in the notice
3. Proper notice of 21 days for the GM
4. Explanatory Statement annexed (for special business)
## 6. Quick Comparison
| Aspect | Ordinary | Special |
|---|---|---|
| Majority | > 50% of votes cast | ≥ 75% (favour ≥ 3× against) |
| Notice content | No special mention needed | Must specify intention to propose as special |
| Examples | Appointment of director, declaration of dividend, appointment of auditor | Alteration of MOA/AOA, reduction of share capital, voluntary winding up |