Special resolution requirement for preferential allotment: member approval enables board to effect preferential issues within prescribed time. A company cannot issue shares or instruments convertible into shares on a preferential basis unless its articles of association permit the issue and a special resolution of members in a general meeting authorises the Board of Directors to make the issue; that special resolution must be acted upon within the prescribed limited period. The provision applies to shares, convertible instruments and hybrids convertible into shares, conditioning allotment on both constitutional authorization and member approval.