[F1Duty to notify auditors of proposed written resolutionF2N.I.
389B.—(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.]
F2Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}