140 SECRETARIAL PRACTICE

Adjourn-
ment.

Class
Meetings.

the stamping must be done before execution [Sadgrove v.
Bryden (1907), 1 Ch. 318], but this does not apply to proxies
which need a 710s. stamp [English, Scottish and Australian
Bank (1893), 3 Ch. 385], nor to proxies executed abroad
(Finance Act, 1907, s. ¢), which may be stamped within
thirty days after their arrival in the United Kingdom. An
adhesive stamp must be cancelled by the person executing the
instrument, which will otherwise be void.

The articles usually give power to a chairman to adjourn a
meeting, with the consent of the members present; he may
do so, but is not bound to adjourn, although requested so to
do by a majority of the meeting [Salisbury Gold M ining Co.
v. Hathorn (1897), A.C. 268], except, it would seem, at the
statutory meeting.

A chairman cannot, without the consent of the share-
holders, dissolve or adjourn a meeting while any business for
which it was convened remains unfinished, unless the articles
authorise him to do so. If he attempts to do so, the meeting
may elect another chairman and proceed with the business
National Dwellings Society v. Sykes (1894), 3 Ch. 150].

An adjourned meeting is legally a continuation of the
original meeting [Scadding v. Lorant (1851), 3 H.L.C. 418],
and therefore no business can be transacted at an adjourned
meeting which was not within the scope of the original meeting,
except in the case of the statutory meeting.

A resolution passed at an adjourned meeting must be
treated as having been passed on the date on which it was
actually passed and not on any earlier date, e.g. the date on
which the meeting was originally convened [s. 119]. In
Neuschild v. British Equatorial Oil Co. (1925), Ch. 346, it was
held that a resolution confirmed at the adjournment of a
meeting which was held within one month of the first meeting
was validly confirmed as a special resolution under s. 69 of the
Act of 1908, although the adjourned meeting took place more
than one month after the meeting at which the resolution was
passed. Had s. 119 been in force the decision must have been
different.

Meetings of classes of shareholders may occasionally
be required to be held in cases where the articles make
provision for them. Where such provision is made, it is
commonly with a view to enabling a specified majority of
shareholders in a class to bind the minority to a variation of
the rights of the class. Table A, clause 3, is typical of the
kind of article which is often found in the articles of a company.
It runs as follows: ‘If at any time the share capital is divided
into different classes of shares, the rights attached to any