MEETINGS OF SHAREHOLDERS 137 
If the voting is taken by a poll, the number of votes to Poll. 
which each member is entitled depends on the articles. In 
default of regulations every member in the case of a company 
originally having a share capital has one vote in respect of 
each share or each ten pounds of stock held by him and in any 
other case one vote [s. 115 (I) (f)]. 
Many articles provide that upon a poll every member 
present in person or by proxy shall have one vote for every 
share held by him. Various sliding scales are also sometimes 
adopted. It is frequently provided that no member shall 
have more than a fixed number of votes; sometimes a member 
is not given a vote unless he holds a fixed number of shares. 
A sliding scale is necessary where a vendor takes a large block 
of fully paid shares, unless it is desired that he should control 
the company. 
An agreement to vote in a particular way is good [Greenwell 
v. Porter (1902), 1 Ch. 530], and can be specifically enforced. 
[Puddephait v. Leith (1916), 1 Ch. 200]. Debenture trustees, 
who hold shares as such, may exercise their voting rights 
as they deem best, without regard to the wishes of the mort- 
gagor company in the absence of any contract restricting their 
rights so to do [Siemens Brothers v. Burns (1918), 2 Ch. 324]. 
If a poll is duly demanded, the conclusiveness of the Demand 
chairman’s declaration becomes immaterial. In general of Poll. 
the articles provide by how many members a poll may be 
demanded. By s. 117 (4) it is provided that a poll may 
be demanded (a) by such number of members for the time 
being entitled under the articles to vote at the meeting as 
may be specified in the articles, so, however, that it shall not 
in any case be necessary for more than five members to make 
the demand; or (b) if no provision is made by the articles with 
respect to the right to demand the poll, by three members so 
entitled or by one member or two members so entitled, if that 
member holds or those two members together hold not less 
than fifteen per cent. of the paid-up share capital of the 
company.” S. 117, however, applies only to special and 
extraordinary resolutions. Consequently, if the articles 
provided for (say) ten members demanding a poll, this pro- 
vision would be valid in the case of an ordinary resolution, 
although in the case of a special or extraordinary resolution 
five would suffice. 
Assuming that the members demanding a poll are duly 
qualified voters, which should not be taken for granted, the 
chairman will grant the poll. As to the taking of the poll, 
the regulations usually provide that it shall be takenin such 
manner as the chairman directs (see, e.g Table A, clause 51)