(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).
(3)A resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of—
(a)the members who, being entitled to do so, vote in person on the resolution, and
(b)the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.
(4)A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of members who (being entitled to do so) vote in person or by proxy on the resolution.
(5)Anything that may be done by ordinary resolution may also be done by special resolution.