The members of a company may require the directors to call a general meeting of the company.
The directors are required to call a general meeting once the company has received requests to do so from—
members representing at least 5% of such of the paid-up capital of the company as carries the right of voting at general meetings of the company (excluding any paid-up capital held as treasury shares); or
in the case of a company not having a share capital, members who represent at least 5% of the total voting rights of all the members having a right to vote at general meetings.
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A request—
must state the general nature of the business to be dealt with at the meeting, and
may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
A resolution may properly be moved at a meeting unless—
it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),
it is defamatory of any person, or
it is frivolous or vexatious.
A request—
may be in hard copy form or in electronic form, and
must be authenticated by the person or persons making it.