This post may apply to Hong Kong law. Before a shareholders’ meeting, the company will generally send a notice with details of the resolutions proposed to be tabled in that meeting. For ordinary resolutions, most articles will only require the notice to contain the general nature of the matter to be discussed. For special resolutions, the law requires the exact resolution to be stated in the resolution with a statement describing the resolution as a special resolution.
Sometimes, you might want to amend the proposed resolution before it gets voted on in the meeting.
A special resolution cannot be amended except in very limited ways, for example, formalization of language and correction of grammatical or typographical errors which do not change the substance of the resolution – Moorgate Mercantile Holdings  1 All ER 40. A change to the substance of the resolutions would mean that the amendments are actually a new special resolution and must comply with the notice and other requirements under the Companies Ordinance.
Ordinary resolutions can be amended whether or not the text of the resolution, or merely the general nature of the business, is set out in the notice – Betts v MacNaghten (1910) 1 Ch 430. However, there are some limitations:
- Amendments must be within the scope of the notice of the meeting. Where the notice sets out the resolution, the scope would be what a reasonable shareholder would consider the business set out in the resolution to be.
- Amendments must be no more onerous on the company.
- Amendments must not have the effect of negating the substantive resolutions.
A chairman can reject proposed amendments on the grounds of redundancy (seeking to re-open business already settled by the meeting), inconsistency (incompatible with a previous decision of the meeting), or on the more difficult grounds that the proposed amendment is either obstructive, vexatious, dilatory or irrelevant.
If a chairman improperly refuses to submit an amendment to the meeting, the resolution actually passed will be invalidated – Henderson v Bank of Australasia (1890) 45 Ch D 330.
Having established that the proposed amendment is valid, it must then be put to the meeting (don’t know whether orally or in writing) in the order in which they affect the issues to be discussed (and seconded only if the articles require).
When an amendment is moved, it takes priority over the original motion and must be voted on before the original motion can be put. If an amendment is put to the meeting and carried, it must be put a second time, embodied in a substantive motion which supersedes the original motion. It is therefore possible for an amendment to be approved, but for the substantive motion to be lost when it is put to the meeting.