Resolutions and voting

There are two types of resolutions that can be put to members to consider and vote on—ordinary resolutions and special resolutions.

For an ordinary resolution to pass, a majority of votes in favour of the resolution is required to pass it (unless your rule book replaces this rule with a different amount).

For a special resolution to pass it requires 75 per cent of the total votes in favour of the resolution (not 75 per cent of all members).

How to count the votes

No matter what voting method you use, the chair of the meeting declares if the resolution is passed or not.

It's the votes for and against a resolution that are counted. You do not count the number of members present that abstained from voting. If your corporation allows proxy votes those in favour and against need to be counted too.

For a vote by show of hands—there’s no need to count every single vote if the outcome is clear. The chair decides if the required number of votes was reached.

For a poll vote—every single vote is accurately counted to work out if the required number of votes was reached. 


For simplicity let's use a corporation that does not allow proxy votes. This corporation has 200 members. Let's say 120 members attend the general meeting. A special resolution is proposed and put to a vote. But 20 members decide not to participate in the vote.

This means 100 members have cast a vote—in other words, there are 100 votes. For the special resolution to pass, at least 75 of those votes need to be in favour of it.

So you see, the 80 members that didn't come to the meeting (and hence didn't vote) are not counted, and the 20 members that did come to the meeting but didn't vote are also not counted.

When special resolutions are required

Only certain decisions require members to pass a special resolution, these are:

  • register a new corporation or amalgamate with another corporation
  • change a corporation’s name
  • amend a corporation’s rule book
  • cancel a member’s membership (for certain reasons only)
  • transfer the corporation’s registration to another law
  • wind up a corporation, and decide how to distribute assets in a winding up.

Resources and further information

Fact sheet: Meetings for members

ORIC Oracle newsletter: Making decisions (August 2017)