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)