Regulation 137 Written resolutions
The following persons may propose a written resolution—
the directors of the protected cell company;
a person holding voting shares issued on behalf of the core of the protected cell company.
A written resolution must state a period of time, beginning with the circulation date, after which it will lapse.
Where the directors propose a written resolution, the protected cell company must send the resolution to all of the shareholders eligible to vote on it.
Where a shareholder proposes a written resolution, the protected cell company must send the resolution to all the shareholders eligible to vote on it, provided that—
the written resolution may properly be moved at a meeting of shareholders; and
the protected cell company has received requests to do so from persons representing not less than 5% of the total voting rights of those shareholders who are eligible to vote on the written resolution.
The requests referred to in paragraph (4)(b) must identify the resolution and must be authenticated by the person or persons making it.
The person proposing the written resolution may also require the protected cell company to circulate with the written resolution a statement of not more than 1,000 words on the subject matter of the resolution.
A person is deemed to have agreed to a written resolution where the protected cell company receives an authenticated document—
identifying the resolution to which it relates; and
indicating the person’s agreement to the resolution.
Agreement to a written resolution may not be revoked.
A written resolution must be passed—
by a simple majority of the total voting rights of those shareholders who would be entitled to vote on the resolution on the date it is sent or submitted to the shareholders (or if copies are sent or submitted on different days, on the first of those days); and
before the resolution lapses.
But paragraph (9)(a) does not prevent the protected cell company’s instrument of incorporation requiring a higher majority or unanimity.