(1) An authorised agreement entered into by a UK group entity is only valid in respect of that entity if its members have approved the agreement in accordance with this article.
(2) An authorised agreement is deemed to be approved by the members of a UK group entity if an ordinary resolution approving the agreement is passed by the members -
(a) present and voting either in person or by proxy at a meeting; or
(b) by way of a written resolution proposed by the directors of the entity.
(3) An ordinary resolution may not be passed unless the directors of the entity make available to its members a memorandum setting out the proposed resolution and the terms of the authorised agreement -
(a) in the case of a written resolution, by sending the memorandum to every member at or before the time at which the proposed resolution is submitted to the members;
(b) in the case of a resolution at a meeting, by making the memorandum available for inspection by the members -
(i) at the entity's reg
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