COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 134 Circulation of members' resolutions, etc.

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 134

Circulation of members' resolutions, etc.

134.(1) Subject to sub-sections (2) to (8), it shall be the duty of a company,
on the requisition in writing of such number of members as is hereinafter
specified and (unless the company otherwise resolves) at the expense of the
requisitionists

(a)to give to members of the company entitled to receive notice of the next
annual general meeting notice of any resolution which may properly be moved
and is intended to be moved at that meeting;

(b)to circulate to members entitled to have notice of any general meeting sent
to them any statement of not more than one thousand words with respect to the
matter referred to in any proposed resolution or the business to be dealt with
at that meeting.

(2) The number of members necessary for a requisition under sub-section (1)
shall be

(a)any number of members representing not less than one-twentieth of the total
voting rights of all the members having at the date of the requisition a right
to vote at the meeting to which the requisition relates; or

(b)not less than one hundred members holding shares in the company on which
there has been paid up an average sum, per member, of not less than one
hundred pounds.

(3) Notice of any such resolution shall be given, and any such statement shall
be circulated, to members of the company entitled to have notice of the
meeting sent to them by serving a copy of the resolution or statement on each
such member in any manner permitted for service of notice of the meeting, and
notice of any such resolution shall be given to any other member of
the company by giving notice of the general effect of the resolution in any
manner permitted for giving him notice of meetings of the company, so,
however, that the copy shall be served, or notice of the effect of the
resolution shall be given, as the case may be, in the same manner and, so far
as practicable, at the same time as notice of the meeting and, where it is not
practicable for it to be served or given at that time, it shall be served or
given as soon as practicable thereafter.

(4) Subject to sub-section (5), a company shall not be bound under this
section to give notice of any resolution or to circulate any statement unless

(a)a copy of the requisition signed by the requisitionists (or two or more
copies which between them contain the signatures of all the requisitionists)
is deposited at the registered office of the company

(i)in the case of a requisition requiring notice of a resolution, not less
than six weeks before the meeting; and

(ii)in the case of any other requisition, not less than one week before the
meeting; and

(b)there is deposited or tendered with the requisition a sum reasonably
sufficient to meet the company's expenses in giving effect thereto.

(5) If, after a copy of a requisition requiring notice of a resolution has
been deposited at the registered office of the company, an annual general
meeting is called for a date six weeks or less after the copy has been
deposited, the copy though not deposited within the time required by
sub-section (4) shall be deemed to have been properly deposited for the
purposes thereof.

(6) The company shall also not be bound under this section to circulate any
statement if, on the application either of the company or of any other person
who claims to be aggrieved, the court is satisfied that the rights conferred
by this section are being abused to secure needless publicity for defamatory
matter; and the court may order the company's costs on an application under
this section to be paid in whole or in part by the requisitionists,
notwithstanding that they are not parties to the application.

(7) Notwithstanding anything in the company's articles, the business which may
be dealt with at an annual general meeting shall include any resolution of
which notice is given in accordance with this section, and for the purposes of
this sub-section notice shall be deemed to have been so given notwithstanding
the accidental omission, in giving it, of one or more members.

(8) In the event of any default in complying with this section, every officer
of the company who is in default shall be liable to a fine not exceeding five
hundred pounds.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 134