MEETINGS OF SHAREHOLDERS 135
such persons as debenture holders to vote on ordinary resolu-
tions or on specified questions. It would obviously be
easy in many cases for a member not entitled to vote to
attend and vote on a show of hands; hence the desirability of
members attending signing their names on entering the room.
Proxies are not counted on a show of hands [Ernest v. Loma
Gold Mines (1897), 1 Ch. 1]. Where a specified majority is
required for the passing of any resolution a careful count
should be made by the secretary.

Most articles provide that a declaration of the chairman,
that a resolution was been carried or lost is, unless a poll is
demanded, to be deemed conclusive evidence of the fact.
And it is expressly provided by s. 117 (3) in the case of special
or extraordinary resolutions that the declaration of the
chairman that the resolution is carried shall, unless a poll is
demanded, be conclusive. The question how many votes were
in fact given cannot afterwards be gone into [Arnot v. United
African Lands Co. (1901), 1 Ch. 518]. But a declaration
which is on the face of it erroneous in point of law is not con-
clusive [Caratal New Mines (1902), 2 Ch. 498]. The chairman
usually has a casting vote given him by the articles.

As regards the right to vote, the primd facie rule is that Voting.
every member of a company whose name is on the register of
shareholders is entitled to vote. The register is the only
evidence by which that right can be ascertained. The fact
that shares have been transferred to a member by other
shareholders in order to increase their voting power, or with
an object alleged to be adverse to the interests of the com-
pany, and that such member is not the beneficial owner of the
shares, does not disentitle him to his vote [Pender v. Lush-
ington (1877), 6 CL. D. 70; Stranton Iron Co. (1873), 16 Eq
559].

A prohibition in a company’s articles against a director
voting as a director in respect of any matter in which he has
an interest does not preclude him from voting as a shareholder
at a general meeting in respect of any such matter [East Pant
Du United Lead Mining Co. v. Merryweather (1864), 13 W.R.
216], even though such director be sole vendor [North West
Transportation Co. v. Beatty (1887), 12 A.C. 589).

Unless otherwise provided by the articles a holder of any
class of shares has the right to vote. Some articles restrict
the right to ordinary shareholders, whilst some companies
even allow debenture holders to vote. The votes of debenture
holders cannot, however, be counted on an extraordinary or
special resolution.