138 SECRETARIAL PRACTICE

Proxies.

However, under such a provision, accompanied by articles
providing in the ordinary way for votes being given either
personally or by proxy, for the appointment of proxies, &c.,
the chairman cannot direct that the poll shall be taken by
means of polling papers signed by the members and delivered
at the company’s office; there must be a personal attendance
by the voter or his duly appointed proxy [McMillan v. Le
Rot Mining Company (1906), 1 Ch. 331]. The chairman
may, however, in such a case direct that the poll be taken
forthwith. The most satisfactory, and in important instances
the most usual, method of taking a poll is by a card vote.
The secretary will, before the meeting, have examined the
proxies received at the company’s office, rejecting all not
duly stamped, not delivered in time, not in proper form,
or sent in by members who for some reason, e.g. non-payment
of calls, are not entitled to vote. The whole matter of proxy
voting depends entirely upon the articles of association,
and their provisions must be strictly followed. Every
voter when polling should be required to sign his name, and
insert the number of shares held by him on the voting paper.
When all the votes have been given it is the usual practice
for the chairman, or for the meeting, to appoint scrutineers
to. examine the votes; sometimes the articles provide for
the appointment of scrutineers. In the absence of scrutineers
the responsibility of rejecting any invalid votes will rest
with the chairman, who will in most cases be guided by ‘the
information furnished him by the secretary. Where a poll
is demanded upon more than one resolution, the resolutions
should, upon the poll being taken, be separately voted upon
"Blair Open Hearth vi. Reigart (1913), 108 L.T. 665].
Apollisnot a new meeting, but it is a mode of ascertaining the
sense of the meeting, which is continued for that purpose [per
Cotton, L.]J., in R. v. Wimbledon Local Board (1882), 8 Q.B. D.
P. 465]. "It follows, that the taking of a poll is not an adjourn-
ment of the meeting and therefore does not make proxies
which have been obtained after the meeting, but before the
poll, available, in a case where the articles permit the use of
proxies lodged a specified time before the meeting or adjourned
meeting [Shaw v. Tati Concessions (1913), 1 Ch. 292]. And
where the articles provide that proxies must be deposited not
less than two clear days before the day for holding the meeting
proxies lodged after the meeting, but more than two clear days
before the day fixed for an adjournment thereof, cannot be
used [McLaren v. Thompson (1917), 2 Ch. 261].
The right to vote by proxy, and the mode of exercise of the
right, depend on the regulations of the company. The