(1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
(2) Any resolution may properly be moved as a written resolution unless—
(a) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),
(b) it is defamatory of any person, or
(c) it is frivolous or vexatious.
(3) Where the members require a company to circulate a resolution they may require the company to circulate with it a statement of not more
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