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8. Part 12 Company Administration and Procedures

Written Resolutions in lieu of Meetings

Section 548 provides for procedures for proposing, passing and recording written resolutions in lieu of passing resolutions in general meetings.

Section 549 provides that directors or other members of a company may propose a resolution as a written resolution.

Under section 551, the member of the company who proposes the resolution may request the company to circulate with the resolution a statement of not more than 1,000 words on the subject matter of the resolution.

Once a written resolution is proposed, the company has a duty to circulate the resolution to every member for agreement if it has received a request to do so from members representing not less than 5% of the total voting rights or a lower percentage specified in the company’s articles (section 552).

According to section 553, the circulation may be effected by sending the copies in hard copy form or electronic form, or by making a copy available on a website.

Under section 558, the period for agreeing to the proposed written resolution is 28 days from the time of circulation or such period as specified in the company’s articles.

Members may signify their agreement to a proposed written resolution and send it back to the company either in hard copy form or electronic form (section 556).

Under section 559, if a resolution is passed as a written resolution, the company must send a notice of that fact to every member and the auditor of the company within 15 days.

Companies can dispense with AGMs by the unanimous consent of members (sections 612, 613 and 614).

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