—(1) A resolution of a private company may only be passed by written means if —
agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or
the memorandum and articles of the company do not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and
all conditions in the company’s memorandum and articles relating to the passing of the resolution by written means are met.
(2) Any resolution that is passed in contravention of subsection (1) shall be invalid.
[UK, Bill, 2002, Clause 171]