322. Power of members to call meeting at company's expense
(1) If the directors—
(a) are required under section 320 (members' power to require directors to call general meeting) to call a meeting, and
(b) do not do so in accordance with section 321 (directors' duty to call meetings required by members),
the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.
(2) Where the requests received by the company included the text of a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(3) The meeting must be called for a date not more than three months after the date on which the directors become subject to the requirement to call a meeting.
(4) The meeting must be called in the same manner, as nearly as possible, as that in which meetings are required to be called by directors of the company.
(5) The business which may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.
(6) Any reasonable expenses incurred by the members requesting the meeting by reason of the failure of the directors duly to call a meeting must be reimbursed by the company.
(7) Any sum so reimbursed shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of the services of such of the directors as were in default.