SGS 6 - constitution and written resolution procedure

Question 1

What does s291(2) say?

Answer 1

A copy of the written resolution needs to be sent to every eligible member

Question 2

Which section defines ‘eligible member’?

Answer 2

s289(1)

Question 3

Which section necessitates that the auditors also have the right to receive the written resolution?

Answer 3

s502(1)

Question 4

What does s283(3)(a) say?

Answer 4

If a written resolution is a special resolution, it needs to state that it is a special resolution

Question 5

Which section says that the resolution needs to be circulated, as far as is practicable, at the same time to each eligible member and needs to be in: hard copy form, electronic form, or via the company website?

Answer 5

s291(3)

Question 6

Which section says that the resolution needs to be circulated with (a) information as to how to signify agreement to the resolution and (b) info about when the resolution needs to be passed by if it is not to lapse

Answer 6

s291(4)

Question 7

When does s297(1) say the resolution will lapse?

Answer 7

The period of lapse specified in the company’s articles or the period of 28 days beginning with the circulation date

Question 8

Which section says that a member signifies his agreement to a resolution when the company receives from them a document

a) identifying the resolution to which it relates
(b) indicating his agreement to it

Answer 8

s296(1)

Question 9

Which section defines ‘eligible member’

Answer 9

s289(1)

Question 10

When is a written resolution passed?

Answer 10

s296(4) when the required threshold of eligible members signify agreement to it

Question 11

What does s26(1) say?

Answer 11

Where a company changes its articles, need to send to the registrar a copy of the amended articles within 15 days of the amendment

Question 12

What does s21(1) say?

Answer 12

A company can only amend its articles by special resolution