Clause 29

Notwithstanding any other provision of this Act, a private company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.(2) Subsection (1) shall not apply to a resolution referred to in section 175A(1) or a resolution for which special notice is required.(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —

at least 75%; or

if the memorandum or articles of the company require a greater majority for that resolution, that greater majority,of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —

a majority; or

if the memorandum or articles of the company require a greater majority for that resolution, that greater majority,of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.(5) For the purposes of this section, a resolution of a company is formally agreed by a member if —

the company receives from the member (or his proxy if this is allowed) a document that —

is given to the company in legible form or a permitted alternative form;

indicates the member’s agreement (or agreement on his behalf) to the resolution; and

includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and

the member (or his proxy) had a legible text of the resolution before giving that document.(6) Nothing in subsection (3) or (4) shall be construed as requiring the requisite number of members to formally agree to the resolution on a single day.(7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.(8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.Requirements for passing of resolutions by written means184B.—

A resolution of a private company may only be passed by written means if —

either —

agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or

a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on or made accessible to members of the company in accordance with section 183(3A);

the memorandum and articles of the company do not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and

all conditions in the company’s memorandum and articles relating to the passing of the resolution by written means are met.(2) Any resolution that is passed in contravention of subsection (1) shall be invalid.Where directors seek agreement to resolution by written means184C.—

The directors of a private company who wish to seek agreement to a resolution of the company and for it to be passed by written means shall —

send to each member having the right to vote on that resolution at a general meeting a copy of the text of the resolution in legible form or a permitted alternative form; or

make that text accessible to that member in accordance with section 173A.(2) As far as practicable, the directors shall comply with subsection (1) as respects every member at the same time and without delay.(3) Without prejudice to any other means of complying with subsections (1) and (2), the directors shall have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn.(4) Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact shall not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).Members may require general meeting for resolution184D.—

Any member or members of a private company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —

the text of the resolution has been sent or made accessible to him or them in accordance with section 184C; or

the documents referred to in section 183(3A) in respect of the resolution have been served on or made accessible to him or them in accordance with section 183(3A),as the case may be, give notice to the company requiring that a general meeting be convened for that resolution.(2) Where notice is given under subsection (1) —

the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and

the directors shall proceed to convene a general meeting for the resolution.Company’s duty to notify members that resolution passed by written means184E.—

Where a resolution of a private company is passed by written means, the company shall —

notify every member that it has been passed; and

do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed.(2) Non-compliance with this section shall not render the resolution invalid.Recording of resolutions passed by written means 184F.—

Where a resolution of a private company is passed by written means, the company shall cause a record of the resolution, and the indication of each member’s agreement (or agreement on his behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company.(2) Non-compliance with subsection (1) shall not render the resolution invalid.(3) Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution.(4) Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings shall be deemed to have been complied with.(5) Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.”.