141. Effect Of Provisions Of Articles As To Enjoyment Or Exercise Of Members’ Rights
(1) This section applies where provision is made by a company’s articles enabling a member to nominate another person or persons as entitled to enjoy or exercise all or any specified rights of the member in relation to the company.
(2) So far as is necessary to give effect to that provision, anything required or authorised by any provision of these Regulations to be done by or in relation to the member shall instead be done, or (as the case may be) may instead be done, by or in relation to the nominated person (or each of them) as if he were a member of the company.
(3) This applies, in particular, to the rights conferred by–
(a) sections 308 (circulation of written resolutions proposed by directors) and 310 (circulation of written resolutions proposed by members),
(b) section 309 (members’ power to require circulation of written resolution),
(c) section 320 (members’ power to require directors to call general meeting),
(d) section 327 (persons entitled to receive notice of meetings),
(e) section 331 (members’ power to require circulation of statements),
(f) section 342 (rights to appoint proxies),
(g) section 357 (public companies: members’ power to require circulation of resolutions for AGMs), and
(h) section 405 (duty to circulate copies of annual accounts and reports).
(4) This section and any such provision as is mentioned in subsection (1)–
(a) do not confer rights enforceable against the company by anyone other than the member, and
(b) do not affect the requirements for an effective transfer or other disposition of the whole or part of a member’s interest in the company.