Something that we only see very rarely on cases are written resolutions of members. A written resolution signed by all the members may be passed by a private company to resolve anything which could have been passed by the company in general meeting. This is a very useful tool to have in your armoury, but one that should only be used sparingly.
To pass a written resolution, a physical meeting is not required, nor is any prior notice to the members necessary. However, the resolution can only be passed by unanimous agreement of all the members who, at the date of the resolution, would be entitled to attend and vote at a meeting that would otherwise have been held to pass it. The written resolution is "passed" on the date the last member signs the resolution, although the signatures of each member do not need to be on a single document.
The main advantage of written resolutions is that they can be used where not all members can be present at a physical meeting, but where they do not want to give proxies, or the use of proxies is not appropriate. For example, they can be used where a member is abroad or in hospital. The written resolutions can be sent back in hard copy form or put into pdf format and e-mailed back to you, although clearly you still need to make sure that you get the hard copy back.
The main disadvantage though is that you lose control of the process as you are entirely dependent upon the members sending the resolutions back to you. You could be in office and hence at risk without actually knowing it, and if there is a significant delay you could fail to meet statutory filing dates.
Having said that, there is nothing to stop you from managing the process by sending out written resolutions to all but one of the members, setting a return date for those resolutions, and then having a meeting with the remaining member after that return date for them to sign the written resolution and hence pass it.
A final word of warning. An offence is committed if a copy of the proposed written resolution is not sent to the company's auditors, or they are otherwise notified of its contents, at or before the time the resolution is supplied to the members for signature. A breach of this requirement does not, however, affect the validity of the resolution.
You can find out where I cribbed the technical information for this Article and for more information on written resolutions visit the Companies House web-site at http://www.companieshouse.gov.uk/about/gbhtml/gba7.shtml.
