£36

SECRETARIAL PRACTICE
A transmission clause is usually inserted in articles, enabling
any person who becomes entitled to shares, in consequence
of the death or bankruptcy of any member, to be registered
in respect of those shares, and to exercise the right of voting.
In the case of joint holders of shares, the articles usually give
the holder whose name appears first in the register the right
of voting. The bearers of share warrants are usually given
power to vote, but on certain conditions (e.g. that the warrants
are produced and lodged for a stated time for examination).

Voting when The articles usually forbid any member upon whose shares

Calls are due. any calls are in arrear to vote; and it has been held that,
where an article provided that a member should not be
entitled to vote whilst any call or other sum should be due
and payable in respect of his shares, and the shares of a
member were forfeited for non-payment of calls, the purchaser
of the forfeited shares, which had been re-sold to him by the
company with a certificate stating that he was to be deemed
to be the holder of thie shares discharged from all calls due,
was not entitled to vote [Randt Gold Mining Co. v. Wain-
wright (1901), I Ch. 184]. The articles also sometimes
preclude from voting any member who has acquired his
shares less than three months (or other specified period)
before the date of the meeting.

The fact that one member holds a proxy for another does
not entitle him to another vote on a show of hands, but it
appears that if the articles allow proxies to be given to non-
members, every such non-member who holds a proxy can
give one vote [Ernest v. Loma Gold Mines (1897), 1 Ch. 1].

Company Re- As regards voting by the representative of another com-

presentation. pany holding shares in the company of which the meeting is
being held, inasmuch as, by s. 116 of the Act, the representa-
tive (who may be one of the officials of the company or any
other person), must be authorised by resolution of the directors
or other governing body, the chairman of the meeting will
be entitled to reasonable evidence of the representative's
appointment. It has been held that he may properly admit
the vote on the evidence afforded by a copy of the resolution
(Colonial Gold Reef v. Free State Rand (1914), 1 Ch. 382].
Such a representative may be reckoned in the quorum. The
power to appoint a representative is now given to every
corporation whether a company within the meaning of the
Act or not and extends to class meetings of shareholders
and to meetings of creditors as well as to general meetings.
Under the new Act therefore a corporation incorporated
abroad can exercise this power,

Proxy.