the resolution must be forwarded to the Registrar of
Companies.
The copy sent to the Registrar may be printed or be in
any form approved by the Registrar including electronic
form (s 30).
3 Written resolutions of private companies.Under
s 288, private companies can use a written resolution
procedure in which the resolution is circulated for approval
by members without a meeting. A major change here is
that these resolutions will no longer be required to be
unanimous. Instead, they will only need to be signed by
the majority that would have been required to pass the
resolution in general meeting: e.g. in the case of a writ-
ten special resolution, 75 per cent.
4 Ordinary resolutions after special notice. Section
312 requires that for certain ordinary resolutions to be
passed at a meeting, for example one removing a dir-
ector before his period of office is ended, special notice
must be given.
Where special notice is required it must be given to the
company not less than 28 days before the meeting at which
the resolution is to be proposed and by the company to
the members not less than 21 days before that meeting.
This means that if, for example, a member wishes to
propose the removal of a director by this procedure
under s 168, then when he stands up at the meeting to
propose that removal, the company, through its officers,
must have been on notice of his intention to do so for 28
days at least and the members for 21 days at least.
The purpose of the notice of 28 days is so that the
company can, as s 169 requires, alert the director con-
cerned to the possibility of his removal so that the director
can circulate members with his reasons why he should
not be removed or, that failing, prepare an oral statement
to be given at the meeting at which his removal is proposed.
Before leaving the topic of resolutions passed at meet-
ings, it should be noted that resolutions can be passed by
a small number of members. For example, if a company
has 5,000 members but only 30 attend the meeting and
70 appoint proxies, a special or ordinary resolution can
be validly passed by three-quarters or at least 51 per
cent, as the case may be, taken from those present at the
meeting and voting in person or by proxy.
Members’ resolutions at the AGM
Under s 314, a member (or members) representing not
less than one-twentieth of the total voting rights of all
the members can by making a written requisition to the
company compel the directors:
1 to give to members who are entitled to receive notice
of the next AGM notice of any resolution which may
be properly moved and which they intend to move at
that meeting; and
2 to circulate to the members any statement of not
more than 1,000 words with respect to the matter
referred to in any proposed resolution or the business
to be dealt with at the meeting.
The requisition must be made not later than six weeks
before the AGM if a resolution is proposed and not less
than one week before if no resolution is proposed.
It should be noted that since s 314 uses the expression
‘member or members’ the section can be used by one
member with the required shareholding.
Requests in electronic form are permitted.Written resolutions of private
companies
Chapter 2 of Part 13 of the CA 2006 provides for written
resolutions of private companies only. These need no
longer be passed unanimously but require the same
majority as the resolution they are covering would
require if passed in general meeting. Thus, for a written
special resolution the majority is 75 per cent. There are,
as before, two exceptions where a written resolution
cannot be used: a resolution to remove a director or
an auditor before the expiration of his or her period of
office. This is because in both cases the person con-
cerned can make representations to the members in
general meeting regarding the removal.Members’ powers
Members having 5 per cent of the total voting rights of
the membership can request the directors to circulate
a written resolution.The directors must circulate it
within 21 days of the request.Other main points
There is a time limit of 28 days for the passing of a written
resolution; otherwise it cannot be passed. Finally, the art-
icles cannot remove the ability of a private company and
its members to use the written resolution procedure.Auditor’s rights
Section 503 provides that, in relation to a written reso-
lution proposed to be agreed by a private company, thePart 2Business organisations