Accidental omission of notice to members can still satisfy special resolution requirements where the articles protect proceedings.

Accidental omission to notify nine members did not prevent a meeting from being treated as properly convened where the articles provided that accidental omission to give notice, or non-receipt of notice, would not invalidate the proceedings. Section 141 of the Companies Act, 1948 required a special resolution to be passed at a meeting of which at least twenty-one days' notice had been duly given, and section 134 incorporated the statutory or article-based manner of service. The omission was held accidental, and the article was read as supporting due convening of the meeting despite that omission. The notice was therefore treated as duly given for the statutory purpose, and the special resolution was validly passed.

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Issues: Whether the omission to give notice of the meeting to nine members was accidental and, if so, whether the notice of the meeting was to be treated as duly given for the purposes of the special resolution under the Companies Act, 1948.

Analysis: Section 141 of the Companies Act, 1948 required a special resolution to be passed at a meeting of which not less than twenty-one days' notice had been duly given, and section 134 incorporated the manner of service provided by the Act or the articles. Although the company's articles contained no direct answer, article 75 provided that accidental omission to give notice, or non-receipt of notice, would not invalidate the proceedings at the meeting. The omission to notify the nine members was held to be accidental, and the article was treated as implying that the meeting was duly convened notwithstanding that omission. On that basis, the notice was regarded as duly given for the statutory purpose, rather than merely leaving the proceedings valid in isolation.

Conclusion: The notice was duly given and the special resolution was duly passed for the purposes of section 141.

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