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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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XII. Meeting of shareholders

Collection:: Economics Books

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)

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