(6 ) Notwithstanding anything in the company’s articles, the business which may be dealt with at an annual gen eral meeting shall include any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice shall be deemed to have been so given notwithstanding the accidental omission, in giving it, of one or more members. (7 ) In the event of any default in complying with this section every officer of the company who authorizes, or knowingly permits or is party to, the default shall be guilty of an offence and liable to a fine not exceeding level five. [Section as amended by Act No. 22 of 2001] 133 Definition of special resolution (1 ) A resolution shall be a special resolution when it has been passed by a majority of not less than threefourths of such members entitled to vote as are present in person or by proxy at a general meeting of which not less than twenty-one days’ notice has been given, specifying the intention to propose the resolution as a special resolution and the terms of the resolution and at which members holding in the aggregate not less than one-fourth of the total votes of the company are present in person or by proxy. (2 ) If the members present at the meeting hold less than one-fourth of the total votes of all members entitled to vote, the meeting shall stand adjourned to the same day in the following week or, if that is a public holiday, to the next succeeding day other than a public holiday. At the adjourned meeting the members present in person or by proxy may deal with the business for which the original meeting was convened and a resolution passed by not less than three-fourths of such members shall be deemed to be a special resolution, notwithstanding that less than one -fourth of the total votes of the company are represented at such adjourned meeting. (3 ) If it is so agreed by a majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five per centum in nominal value of the shares giving that right, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days’ notice has been given, and subsection (7) shall not apply for the purposes of this subsection. (4 ) All other resolutions at a general meeting shall be called ordinary resolutions. (5 ) At any meeting at which a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. (6 ) When a poll is demanded regard shall be had in computing the majority on the poll to the number of votes cast for and against the resolution. (7 ) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting shall be deemed to be duly held when the notice is given and meeting held in manner provided by the articles but subject always to the provisions of this Act. 134 Written resolutions (1 ) In the case of a private company, a resolution in writing signed by all the members for the time being e ntitled to attend and vote on such resolution at a general meeting, or, being bodies corporate, by their duly authorized representatives, shall be as valid and effective for all purposes as if the same had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution. Such resolution shall be deemed to have been passed on the date on which the same was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member such statement shall be prima facie evidence that it was signed by that member on that date. (2 ) Subsection (1) shall not apply to a resolution to remove an auditor or to remove a director. 135 Resolutions requiring special notice (1 ) Where, in this Act or of the articles of association of a company, special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than twenty-eight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than twenty-one days before the meeting: Provided that if, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice though not given within the time required by this subsection shall be deemed to have been properly given for the purposes thereof. (2 ) If the status of any person in relation to a company will be affected by the terms of a resolution of which special notice has been given the company shall send to, or serve upon, such person a copy of such resolution and of the notice of the meeting at which it will be moved at the time when similar notice is given to the members of the company, and such person shall be entitled to speak on the resolution at the meeting before any vote is taken upon it.