COMPANIES ACT - 1963 (ACT 179)

    Section - 174 - Written Resolutions

    (1) Except as provided in subsection (3) of this section, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting, or being bodies corporate by their duly authorised representatives, and, if the company has only one such member by that member, shall be as valid and effective for all purposes as if the same had been passed at a general meeting of the company duly convened and held; and if described as a special resolution shall be deemed to be a special resolution within the meaning of this Code.

    (2) The resolution shall be deemed to have been passed on the date on which the same was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member such statement shall be prima facie evidence that it was signed by that member on that date.

    (3) Subsections (1) and (2) of this section shall not apply to a resolution to remove an auditor, which can be passed only at an annual general meeting in accordance with section 135 of this Code, or to remove a director, which can be passed only at a general meeting in accordance with section 185 of this Code.