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.