Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XII. Meeting of shareholders

Collection:: Economics Books

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.

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