Membership thresholds for oppression and mismanagement...

Membership thresholds for oppression and mismanagement proceedings in a company without share capital may be met through written consents exceeding one-fifth of eligible voting members where the voter list underlying those consents remains unchallenged. A later precautionary waiver application does not render the petition incompetent once the threshold is independently satisfied. A party alleging that consents are forged or invalid bears the burden of proof and cannot require suo motu forensic verification without supporting material or testimony. The membership requirement operates as a discretionary safeguard against frivolous proceedings, warrants purposive construction, and does not permit merits-based adjudication at the waiver stage.