144. Resolution in lieu of meeting

Subject to the provisions contained in the company’s articles, a resolution in writing signed by not less than eighty-five per centum of the shareholders who would be entitled to vote on that resolution at a meeting of shareholders, who together hold not less than eighty-five per centum of the votes entitled to be cast on that resolution, shall be as valid as if it had been passed at a meeting of those shareholders.

Subject to the provisions contained in the company’s articles, a resolution in writing that—

It shall not be necessary for a company to hold an annual general meeting of shareholders under section 133, if everything required to be done at that meeting (by resolution or otherwise) is done by resolution in accordance with this section.

Within five working days of a resolution being passed under this section, the company shall send a copy of the resolution to every shareholder who did not sign the resolution.

A resolution may be signed under subsection (1) or subsection (2) without any prior notice being given to shareholders.

Where a company fails to comply with the requirements of subsection (4) —

A person who is registered as the holder of parcels of shares having different beneficial owners, may expressly sign a resolution under this section in respect of shares having one beneficial owner and refrain from signing the resolution in respect of shares having another beneficial owner.

Notwithstanding any provision in this Act, where the