Section 265 of The Companies Act No. 17 of 2015: Circulation of written resolutions proposed by directors
(1) This section applies to a resolution proposed as a written resolution by the directors of the company.
(2) The company shall send or deliver a copy of a written resolution of the directors of the company to every eligible member—
(a) by sending copies at the same time, so far as it is reasonably practicable, to all eligible members in hard copy form, in electronic form or by means of a website; or
(b) if it is possible to do so without undue delay, by delivering the same copy to each eligible member in turn, or different copies to each of a number of eligible members in turn,
or by sending copies to some members in accordance with paragraph (a) and
submitting a copy or copies to other members in accordance with paragraph (b).
(3) The company shall attach to, or enclose with, the copy of the written resolution a statement informing the member— (a) how to signify agreement to the resolution; and
(b) of the date by which the resolution is required to be passed if it is not to lapse.
(4) The validity of the written resolution, if passed, is not affected by a failure to comply with this section.
(5) If a requirement of this section is not complied with, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
(6) If, after a company or any of its officers is convicted of an offence under subsection (5), the company continues to fail to comply with the relevant requirement, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding fifty thousand shillings for each such offence.
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