Section 302. Members’ power to require circulation of written resolution

(1) Any member of a private company having a total of five per centum, or such lower per centum as specified in the constitution, of the total voting rights of all eligible members may require the company to circulate a resolution that may properly be moved as a written resolution.

(2) Any resolution may properly be moved as a written resolution unless the resolution—

(a) if passed, would be ineffective whether by reason of inconsistency with any written law or the constitution;

(b) is defamatory of any person;

(c) is frivolous or vexatious; or

(d) if passed, would not be in the best interest of the company.

(3) Where a member requires a company to circulate a written resolution, the member may require the company to circulate with the written resolution a statement of not more than one thousand words on the subject matter of the written resolution.

(4) A company is required to circulate the written resolution and any accompanying statement once the company has received a request to do so from any member representing not less than five per centum or such lower percentage as is specified in the constitution of the total voting rights of all members entitled to vote on the resolution.

(5) A request under subsection (1) shall—

(a) be in hard copy or electronic form;

(b) state the resolution and provide any accompanying statement; and

(c) be signed or authenticated by the member making the request.