Full text: Secretarial practice

MEETINGS OF SHAREHOLDERS 139 
articles usually provide for such a right and set out a form 
of proxy, and the provisions and form must be strictly followed 
"Harben v. Phillips (1882), 23 Ch. D. 14]. But where articles 
prescribe that proxies must be in a specified form, ‘or as near 
thereto as circumstances permit,’ and the specified form is a 
proxy applicable to a single meeting, general proxies, properly 
stamped as such, should not be excluded [Isaacs v. Chapman 
(1916), 32 T.L.R. 237]. There is no need for a shareholder’s 
signature on a proxy to be witnessed, unless the articles of the 
company so require. 
The proxy may be signed in blank so long as it is properly 
filled up by the time it is used [Ernest v. Loma Gold Mines 
1897), 1 Ch. 1], even though at the time of the execution 
the date of the meeting has not been fixed [Sadgrove v. 
Bryden (1907), 1 Ch. 318]. It would appear that this applies 
to inserting the name of the proxy provided the name is 
inserted by someone with express or implied authority to 
complete it; [cf. re Lancaster, 5 C.D. 911; ex parte Duce, 
13 C.D. 429]. If a company sends out forms of proxy, it 
asually inserts the name of the intended proxy; but if no 
name is inserted and a shareholder signs the form of proxy 
and returns it to the company without inserting any name, 
semble the Board of directors would have implied authority to 
complete it by directing the secretary to insert the name of a 
proxy [Ernest v. Loma Gold Mines, supra]. The above cases 
do not apply to meetings held pursuant to s. 153 to confirm 
a scheme of arrangement since the form approved by the 
Court is framed with the object of compelling the shareholder 
to exercise his own discretion in the matter of how be shall 
vote [cf. Magadi Soda Company, 94 L.J. Ch. 217]; nor, semble, 
do they apply to meetings of statutory companies (see below). 
Though an unqualified person is named in a proxy, yet 
if the qualification exists when the proxy is lodged and 
when it is used, it cannot be objected to [Bombay Burmah 
Corporation v. Dorabji (1905), A.C. 213]. 
The company’s funds may be used by the directors in 
sending out proxies containing the names of the directors, or 
in stamping the instruments provided the directors in so 
doing are acting bond fide in the interests of the company 
[Peel v. London and North Western Railway Co. (1907), 1 Ch. 
5, overruling on this point Studdert v. Grosvenor (1886), 
33 Ch. D., 528]. 
A proxy to be used at one specified meeting or an adjourn- 
ment thereof need only be stamped with a penny stamp. 
In all other cases a 10s. stamp is necessary [Stamp Act, 1891 
'54 & 55 Vict. c. 30), s. 801 If only a penny stamp is needed,
	        
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