Section 266 of The Companies Act No. 17 of 2015: Right of members to require circulation of written resolution
(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) A resolution may properly be moved as a written resolution unless—
(a) it would, if passed, be void (whether because of inconsistency with a written 'law or the company's constitution or otherwise);
(b) it defames a person; or
(c) it is frivolous or vexatious.
(3) If the members require a company to circulate a resolution, the members may require the company to circulate with it a statement of not more than one thousand, words on the subject matter of the resolution.
(4) A company is required to circulate the resolution and any accompanying statement as soon as practicable after it has received requests to do so from members representing not less than the requisite percentage of the total voting rights of all members entitled to vote on the resolution.
(5) The "requisite percentage" is five per cent or, if a lower percentage is specified for this purpose in the articles of the company, that percentage.
(6) A request made under subsection (3) is not effective unless—
(a) it is in hard copy form or in electronic form;
(b) it identifies the resolution and any accompanying statement; and (c) it is authenticated by the person or persons making it.
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