Re Duomatic [1969] 1 All ER 161

In this case, the Court decided that a company could take a decision in a way without necessarily using all the requisite formalities of a general meeting.  Here, if there was a meeting with the requisite consent of the members entitled to attend and vote at a general meeting and are all present at the meeting, the decison they take will bind the company in the same way as a formal resolution at a general meeting, provided it was intra vires of the company.

This means that if all the directors are also all the membes, they can unanimously pass a resolution in a board meeting which ought to strictly require being passed by members at a general meeting.  The consent given can be express or implied, verbal or by conduct, but it has to be given and be unqualified.

This principle is subject to a range of limitations, including that it cannot apply if the company is insolvent or in danger of being so, or if it is sought in aid of removing a director or auditor.  It does not override the need for a special resolution for a company to purchase its own shares. Indeed, in the case law, these limitations are applied strictly so as to avoid the general extension of such a principle.  The members of a company cannot, by unanimous agreement, overcome prohbitions imposed on the company by the general law or the Companies Act.  For example, they cannot consent to theft of the company’s property by themselves.  

If possible though, it is better practice for a the directors to table an approriate written resolution or to immediately convene a general meeting, although consent to short notice in writing will need to be provided.

In these cases, if the resolution has to be filed with the Registrar, the Registrar's practice is to accept a printed copy of the resolution signed by the chairman of the board.

A good quote from this case is Buckley J, who states, “where it can be shown that all shareholders who have a right to attend and vote a general meeting of the company assent to seom matter which a general meeting of the company could carry into effect, that assent is as binding as a resolution in general meeting would be.”