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SECRETARIAL PRACTICE

Directors’ resolutions are passed by a simple majority
in all cases. If the voting is equal, the chairman may, if
so authorised by the articles, give a second or casting vote.
If he has no casting vote, and the voting is equal, the resolution
 is not carried. The matter of voting generally is dealt
with in Chapter XII.
Although ‘a resolution of the company in general meeting
is a formal expression of the will of the maj ority of the shareholders,
 yet it does not follow that such a resolufion is effective
to control the policy of the company, for by the articles the
control may be vested in the directors. Sometimes practically
the whole of a company’s powers are vested in the directors,
and in that case, unless the articles otherwise provide, neither
an ordinary resolution, nor even an extraordinary resolution,
of the members can coerce the directors in the exercise of those
powers, but the articles must be altered by special resolution,
if the directors are to be controlled [see Automatic Self-Cleansing
 Filter Co. v. Cuninghame (1906), 2 Ch. 34; Marshall's
Valve Gear Co. v. Manning, Wardle & Co. (1909), 1 Ch. 267;
Quin & Axtens v. Salmon (1909), A.C. 442].