PART XIICOMPANY ADMINISTRATION AND PROCEDURE
CHAPTER IVMeetings and Resolutions
Written resolutions of private companies
F2Duty to notify auditors of proposed written resolution389B
1
If a director or secretary of a company—
a
knows that it is proposed to seek agreement to a resolution in accordance with Article 389A, and
b
knows the terms of the resolution,
he shall, if the company has auditors, secure that a copy of the resolution is sent to them, or that they are otherwise notified of its contents, at or before the time the resolution is supplied to a member for signature.
2
A person who fails to comply with paragraph (1) is liable to a fine.
3
In any proceedings for an offence under this Article it is a defence for the accused to prove—
a
that the circumstances were such that it was not practicable for him to comply with paragraph (1), or
b
that he believed on reasonable grounds that a copy of the resolution had been sent to the company's auditors or that they had otherwise been informed of its contents.
4
Nothing in this Article affects the validity of any resolution.