Section 258 of the CAMA 2020 provides “A resolution is an ordinary resolution when it has been passed by a simple majority of votes cast by members of the company as, being entitled to do so, vote in person or by proxy in a general meeting”.

In computing the majority a recourse is to be made to the number of votes each member is entitled to in the Articles of Association.
The vote can be by a show of hands at the general meeting or by a poll by the members making the decision.

Ordinary resolution are usually opted for when the company is deciding on standard actions normally associated with running a business. That is, the normal things a company will need to do, for example issue of new shares. The Company in its Articles of Association can also increase this scope by stating that decisions not demanded to be by special resolution, be by ordinary resolution.

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