Section 303. Circulation of written resolution proposed by members

(1) If a company receives a request under subsection 302(1) to circulate a written resolution, the directors shall circulate to every eligible member in hard copy or electronic form—

(a) a copy of the resolution; and

(b) a copy of any accompanying statement.

(2) The directors shall circulate copies of the written resolution and any accompanying statement at the same time, so far as reasonably practicable to all eligible members in hard copy or in electronic form.

(3) The directors shall send the copies, or if copies are sent to members on different days, the first of those copies, not more than twenty-one days from it becomes subject to the requirement under section 302 to circulate the resolution.

(4) The copy of the resolution shall be accompanied by a statement as to—

(a) the procedure for signifying agreement or otherwise to the resolution; and

(b) the date by which the resolution shall lapse if the resolution is not passed.

(5) The validity of the resolution, if passed, is not affected by a failure to comply with this section.

(6) If the director fails to circulate a written resolution, any member who has requested the written resolution under section 302 may circulate the resolution.

(7) Any reasonable expenses incurred by the members circulating the resolution by reason of the failure of the directors to circulate a written resolution shall be reimbursed by the company.

(8) Any sum so reimbursed shall be retained by the company out of any sums due or to become due from the directors by way of fees or other remuneration in respect of the services of the directors as who were in default.