Proceedings at meetings - held, Business Law and Ethics

Proceedings at meetings - Held:

Held: The resolution as passed was invalid since it was not the special resolution of which notice had been given.  Even the retention of 321 pounds out of 1.4m pounds is a change of substance.

(b)  If the chairman wrongly rejects an amendment and the resolution is carried in its original form it is invalid.  If he allows the amendment to be discussed it should be put to the vote before the original resolution.  If the amendment is carried the resolution as amended is then put to the vote.

(c) The rights of members to vote and the number of votes to which they are entitled in respect of their shares are fixed by the articles.  One vote per share is normal but some shares, eg. preference shares, may carry no voting rights in normal circumstances.  To shorten the proceedings at meetings the procedure is:

 i. on putting a resolution to the vote the chairman calls for a show of hands, ie. one vote may be given by each member present in person: proxies do not vote.  The chairman declares the result.  Unless a poll is then demanded, the chairman's declaration (duly recorded in the minutes) is conclusive.  No one can re-count hands after the meeting (but see para 35 below).

 ii. If a real test of voting strength is required a poll may be demanded.  The result of the previous show of hands is then disregarded.  On a poll every member and also proxies representing absent members may cast the full number of votes to which they are entitled.  A poll need not be held forthwith but may be postponed so that arrangements to hold it can be made.

Although the chairman's declaration of the result of a vote on a show of hands is made "conclusive" (by the articles {Table A Art 58} and by CA s.141(2) as regards special resolutions) unless a poll is demanded, this is not as absolute and final a decision as the word "conclusive" suggests.  It prevents subsequent argument about the count of hands raised on a show of hands.  But it is still possible to challenge the chairman's declaration on the ground that it was fraudulent or manifestly wrong.

Posted Date: 1/12/2013 5:47:22 AM | Location : United States

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