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Part 13Resolutions and meetings

Chapter 3Resolutions at meetings

Calling meetings

303Members' power to require directors to call general meeting

(1)The members of a company may require the directors to call a general meeting of the company.

(2)The directors are required to call a general meeting once the company has received requests to do so from—

(a)members representing at least the required percentage of such of the paid-up capital of the company as carries the right of voting at general meetings of the company (excluding any paid-up capital held as treasury shares); or

(b)in the case of a company not having a share capital, members who represent at least the required percentage of the total voting rights of all the members having a right to vote at general meetings.

(3)The required percentage is 10% unless, in the case of a private company, more than twelve months has elapsed since the end of the last general meeting—

(a)called in pursuance of a requirement under this section, or

(b)in relation to which any members of the company had (by virtue of an enactment, the company’s articles or otherwise) rights with respect to the circulation of a resolution no less extensive than they would have had if the meeting had been so called at their request,

in which case the required percentage is 5%.

(4)A request—

(a)must state the general nature of the business to be dealt with at the meeting, and

(b)may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.

(5)A resolution may properly be moved at a meeting unless—

(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise),

(b)it is defamatory of any person, or

(c)it is frivolous or vexatious.

(6)A request—

(a)may be in hard copy form or in electronic form, and

(b)must be authenticated by the person or persons making it.