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ACCA Applied Skills · Corporate and Business Law (Global) · Company directors

Brightwell Corp's articles state that directors are appointed by ordinary resolution of the members. At the annual meeting, 60% of the votes cast support Kofi's appointment and 40% oppose it. What is the position?

Kofi is validly appointed. The articles require an ordinary resolution, which needs only a simple majority of votes cast, and 60% exceeds that threshold. The 75% special resolution threshold does not apply, and neither board unanimity nor registrar consent is required.

  1. AKofi is not appointed because a special resolution of 75% is required
  2. BKofi is not appointed unless the board unanimously approves
  3. CKofi is appointed because an ordinary resolution needs a simple majority of votes castCorrect
  4. DKofi is appointed only if the registrar consents

Explanation

An ordinary resolution requires a simple majority of more than 50% of votes cast. Sixty percent satisfies this, so Kofi is validly appointed. The 75% threshold applies to special resolutions, which the articles do not require here.

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