Meetings of Shareholders. elected by the members present to preside; see Sec. 90 of 1903. Part III. And see Sec. 154 of 1903 as to the effect of minutes signed by Chap. 1. the chairman. chairman. It is the duty of the chairman and his function to preserve Duties of order, and to take care that the proceedings are conducted in a proper manner, and that the sense of the meeting is properly ascertained with regard to any question which is properly before the meeting; but he has no power to stop the meeting at his own will and pleasure, and if he purports to do so the meeting can appoint another chairman and go on with the business for which it has been convened: National Dwellings &c. v. Sykes, 1894, 3 Ch. 159. As the chairman, he has prima facie authority Authority of to decide all emergent questions which necessarily require chairman. decision at the time, and his decision of these questions will naturally govern, and properly govern, the entry of the minute in the books; and his decision, though in no sense conclusive, throws the burden of proof upon the other side: Indian Zoedone Co., 26 C.D. 70. On the chairman devolves both to preserve order in the meeting and regulate the proceedings so as to give all persons entitled a reasonable opportunity of voting: R. v. D'Oyly, 12 A. & E. 139; and see Lucas v. Mason, L.R. 10 Ex. 251; Wooding v. Oxley, 9 C. & P. 1. man may close At a meeting of shareholders it is not competent to the When chairmajority to come determined to vote in a particular way on any discussion. question and to refuse to hear any argument to the contrary; but when the views of the minority have been heard it is competent to the chairman, with the sanction of a vote of the meeting, to declare the discussion closed, and to put the question to the vote: Wall v. London and Northern &c., 1898, 2 Ch. 469. By Sec. 91 (2) of 1903, a declaration by the chairman that When declaration by a special resolution has been carried on a show of hands, a poll chairman not having been demanded, is, in the absence of fraud, abso- conclusive. lutely conclusive: Arnot v. United African &c., 1901, 1 Ch. 518. As to other resolutions, see Art. 60 of Table A; see also Horbury &c. Co., 11 C.D. 109, per Jessel, M.R., at p. 114. But the declaration of the chairman is not conclusive under Sec. 91 (2) where it shows on the face of it that the statutory majority has not voted in favour of the resolution: Caratal Mines, 1902, 2 Ch. 498. If chairman Where a chairman refused to put a proper amendment to refuse proper the meeting the resolution was set aside, and it was held that amendment resolution voidable. Part III. On show of hands one vote. Vote, a right property. Show of hands common law mode of voting Meetings of Shareholders. by voting against the resolution the mover of the amendment was not to be treated as having acquiesced in the chairman's action: Henderson v. The Bank of Australasia, 45 C.D. 330; but the Court will not interfere on account of mere irregularities; MacDougall v. Gardiner, 1 C.D. 13. Voting. In default of any regulations as to votes, every member shall have one vote (Sec. 90 of Act of 1903); see Arts. 65 to 73 of Table A, and Arts. 86 to 95, p. 69 supra. The regulations may provide that one class of shares shall carry greater voting power than another, and indeed it is sometimes provided that the holder of certain shares shall not be entitled to vote excepting on certain matters. A right to vote is a right of property which a member may exercise as he pleases, and the motives inducing him are immaterial, and the company's register is the only evidence of a member's right to vote: Pender v. Lushington, 6 C.D. 70. And the fact that a member stands in some fiduciary relation to the company is immaterial, thus a shareholder, who was also a director, was held entitled to use his voting power as a shareholder to adopt and ratify a voidable contract into which he as a director, with his co-directors, had entered: North-west Transportation Co. v. Beatty, 12 A.C. 589; and see Burland v. Earle, 1902, A.C. 83. The Court will, however, interfere to prevent a majority of shareholders sanctioning a sale to themselves of the property of the company at an undervalue: Menier v. Hooper's Telegraph Works, 9 Ch. 350. In Greenwell v. Porter, 1902, 1 Ch. 530, an injunction was granted pending trial restraining shareholders from voting contrary to an undertaking they had given to vote in a particular way as part of a transaction for the sale of some of their shares. Quare whether Stanford v. Gillies, O.B. & F. S.C. 91, is in accordance with these decisions. Show of Hands. The common law rule is that votes are given by show of hands, and in the absence of regulations modifying this rule it is immaterial that the minority in numbers at a meeting may represent a majority in value of shares: Horbury &c. Co., 11 C.D. 109. And the chairman, in counting hands, must also disregard the fact that members hold proxies: Ernest v. Loma &c., 1897, 1 Ch. 1; Caratal Mines, 1902, 2 Ch. 498. Meetings of Shareholders. Poll. Part III. Poll common How demanded. demand. At common law a poll may be demanded as of right, and apparently by any one entitled to vote: R. v. D'Oyley, 12 A. & E. 139; R. v. Wimbledon, 8 Q.B.D. 459. And the president of law right. the meeting is the person entitled to grant it. A poll may be demanded privately, and the bare fact of the demand stated to the meeting by the chairman: Phonix Electric &c., 31 W.R. 398. The demand should be made immediately after the show of hands: Campbell v. Maund, 5 A. & E. 865. By Art. 65 of Table A a poll must be demanded by at least five members holding or representing by proxy or entitled to vote in respect of at least one-fifth of the capital; compare Art. 65 with Art. 42 of Table A of 1882, and see Haven Gold Co., 20 C.D. 151. Where a poll is duly demanded it nullifies the vote taken by a Effect of show of hands, and the taking of a poll is a mere enlargement of the meeting at which it was demanded: R. v. Wimbledon, 8 Q.B.D. 459. In the absence of other business, a poll may be When and taken immediately; if time does not allow either to take or complete the poll, the meeting is deemed to be enlarged for the purpose, and the chairman cannot close the poll so as to exclude voters: R. v. Graham, 9 W.R. 738. But the question whether the poll should be taken when demanded is a question for the chairman (subject to the regulations), who should take into consideration the importance of the matter in hand and the attendance at the meeting. On this point see Chillington Iron Co., 29 C.D. 159. As a matter of practice, the poll should be taken by means of voting papers, and the chairman may require every voter to sign his paper. The chairman should appoint scrutineers on either side to be present at the counting. A chairman is entitled to a casting vote if the regulations so provide. Proxies. Absent members may vote by proxy if the regulations so provide; see Arts. 68 and 69 of Table A, but proxies may only be used on a poll: Caratal Mines, 1902, 2 Ch. 498. There is apparently no common law right to vote by proxy. The provisions of the regulations must be observed to create the right: Harben v. Phillips, 23 C.D. 14, where a proxy paper required attestation. A proxy paper signed in blank and how taken. Voting by proxy depends on regulations Part III. Power of chairman. Adjourned meeting. Ordinary resolution. Meetings of Shareholders. handed to some one with authority to fill in the blank is good if the blank has been filled up before the proxy paper is acted upon: Ernest v. Loma &c., 1897, 1 Ch. 1. Adjournment. It appears to be the common law right of every meeting to adjourn; see R. v. D'Oyly, 12 A. & E. 139; R. v. Wimbledon, 8 Q.B.D. 459. Provision is usually made in the regulations for adjournment. By Art. 62 of Table A the chairman can adjourn only with the consent of the meeting, but the meeting cannot compel him to adjourn, as Art. 62 gives him a discretion: Salisbury Gold &c. v. Hathorn, 1897, A.C. 268. If the chairman improperly adjourns or stops the meeting, the members who remain behind can choose another chairman, and go on with the business: National Dwelling &c. v. Sykes, 1894, 3 Ch. 159. It is unnecessary to send a notice to every member for an adjourned meeting: Wills v. Murray, 4 Ex. 843, unless the meeting be adjourned for twenty-one days or more when four days' notice must be given: Art. 53 of Table A. But by Art. 62 of Table A no business shall be transacted at an adjourned meeting other than that left unfinished at the meeting from which the adjournment took place. Where notice of an adjourned meeting is rendered necessary by the regulations, such notice need not state the purpose of the meeting unless the regulations so provide: Scadding v. Lorant, 3 H.L.C. 418. Resolutions. A resolution of the members at a meeting may be either Ordinary, Ordinary Resolution. An ordinary resolution-that is, a resolution passed by a bare majority of those voting, whether by show of hands or by poll-is effectual as to any business not required, either by the statute or regulations, to be dealt with by special or extraordinary resolution, or to be carried by some specified majority of shareholders or of a class of shareholders as to which the Articles may provide. Meetings of Shareholders. Special Resolution. Part III. Chap. 1. how carried. A special resolution must be passed by a majority of not less than three-fourths of the members of the company for the Special time being entitled to vote and present in person or by proxy at resolution a meeting duly convened, and notice specifying the intention to propose such resolution must have been duly given, and such resolution must be confirmed by a majority of such members at a subsequent general meeting, of which notice has been duly given, and held at an interval of not less than fourteen days nor more than one month from the date of the meeting at which such resolution was first passed: see Sec. 91 of 1903. That is to say, prior to the first meeting at which the special resolution is proposed, notice must have been given of the meeting and of the intention to propose such resolution in manner prescribed by the regulations of the company. At such meeting 1. There must be a quorum present in person. 2. The resolution must be carried by a majority amounting to three-fourths of the members present-that is to say, if there are twelve members present nine at least must vote for the resolution, and proxies cannot be taken into account unless a poll is demanded: Caratal Mines, 1902, 2 Ch. 498. 3. The resolution may be amended at the first meeting: Torbock v. Lord Westbury, 1902, 2 Ch. 871; but no amendment which, if carried, would be materially different "in its results and objects" from the proposed resolution is regular: Teede & Bishop, Ltd., 84 L.T. 561. 4. The resolution, when carried at such first meeting, must 5. When the resolution is passed at the first meeting, either |