nor should he allow an amendment which merely amounts to a negative of the original motion. E.g., the motion being to increase the capital, an amendment should not be entertained: "That it is inexpedient to increase the capital." Those who are in favour of such an amendment, can give effect to their views by voting against the motion.

An amendment, according to the practice of some companies, cannot be withdrawn without the consent of the meeting; but in others, the mover, with the consent of the seconder, is permitted to withdraw it.

The terms of an amendment, before being put to the meeting, are sometimes modified at the suggestion of some speaker, and with the consent of the mover and seconder.

Occasionally a second amendment is moved to the original motion. E.g., suppose the original motion to be "That the report be adopted." Amendment (1), "That a committee of investigation be appointed to, &c.;" (2), "That a committee of conference be appointed to, &c." In such case the company practice is to treat amendment (2) in the same way as amendment (1), namely, as an alternative motion. The discussion of the original motion and the amendments proceeds concurrently, and eventually the amendments are put in the order in which they were proposed, and if all are negatived the original motion is put.

The terms of every amendment ought to be expressed in writing and handed in to the chairman by the mover; but in some cases the chairman offers to take down the terms in writing. If an amendment is carried, the original motion falls to the ground, unless the amendment, instead of being proposed as a rival motion, merely aimed at modifying the terms of the original motion. In the latter case the amendment having been carried, the original motion in its amended form will be put.

POLLS.

The chairman is not bound to grant a poll unless it is demanded in strict accordance with the regulations. E.g., if they require the demand to be in writing, it must be made in writing; and so, if the persons demanding the poll are required to hold a certain number of shares, the chairman before granting the poll should see that they are duly qualified. In any case it is expedient to make the demand

in writing, and it should be handed in as soon as the chairman has taken the sense of the meeting on a show of hands. The demand will be as follows:

We, the undersigned members of the above-named company [holding upwards of shares in the capital], do hereby demand a poll upon the question, "That, &c.," submitted to this meeting.

Dated this

day of

It having been ascertained that the persons demanding the poll are duly qualified, the chairman will read out the demand, and will state that he grants the same, and will fix the time when and the place where the poll will be taken, and if necessary the meeting will be adjourned.

If the company has many shareholders it is not unusual to appoint a scrutineer or two to take the poll, and some articles of association expressly require such appointment. In a small company the poll is often taken by the chairman. In taking the poll it is usual to cause a list of members to be made out from the register, thus:

Names of Number of Number of
Members. Shares.

Votes.

Votes given.

Observations.

For Against.

At the time appointed for taking the poll, the members who vote personally will come up to the voting table and write their names down on sheets of paper headed "For " or "Against" the motion, as the case may be. A member voting as proxy for another will write down his own name and also that of the person whose proxy he is, e.g., "John Smith, by W. Jones, his proxy.'

However, sometimes it is arranged that a member signing his own name shall be deemed to vote for himself and for all those whose proxy he is.

The votes having been taken, the chairman or scrutineers

will enter them in the list of votes, in the column "For" and "Against," as the case may be. If, on reference to the books or otherwise, a vote tendered is for any reason found to be invalid, e.g., because the voter is in arrear of calls, or because the instrument of proxy is not duly stamped, or was not deposited in time, the chairman or scrutineer will reject the same and put a note in the column of observations stating the reason for rejection.

The poll having been closed, the numbers will be added up and the result ascertained. Where scrutineers have been appointed they will make a report in writing of the result to the chairman. Thus :

The

Company Limited.

We, the undersigned, being the scrutineers appointed at the general meeting of the above-named company, held at on the -th of on the motion "That the report and accounts of the directors be adopted," and having taken a poll at the company's office on Monday, the hereby report to you, as the chairman of the said meeting, that the result of such poll was as follows:

In favour of the motion.

-th inst.,

Number of Votes.

700

Esquire,

Chairman of the above-mentioned meeting.

If desired, the report may show the "number of personal votes in favour of the motion" and against, and number of votes of members voting by proxy in favour of or against.

The chairman will then state the result to the meeting or adjourned meeting, as the case may be, and declare that the motion has been carried or negatived.

A few words as to proxies :

Where a member proposes to vote on a poll as proxy for another, it should be ascertained

1. That the shareholder appointing him is entitled to vote, e.g., the regulations sometimes provide that a member in arrear of calls shall not vote.

2. That the proxy is competent to act as proxy, eg., the regulations sometimes provide that a shareholder in arrear of calls shall not vote as proxy for another.

3. That the instrument appointing the proxy has been deposited in due time. See clause 50 of Table A.

4. That the instrument is in proper form and is duly stamped.

5. That notice of revocation has not been given. As to 1, 2, 3, and 5, there will be little difficulty, but questions of some nicety arise as to 4. See further, infra, p. 48.

Unless the regulations otherwise provide, a shareholder who is present at a meeting but abstains from voting on a question put to the meeting ought to be counted as voting in favour of the motion.

VOTES AND PROXIES.

The number of votes which a member is entitled to depends on the regulations of the company. In the absence of anything to the contrary, he is entitled to one vote for every share. But generally it is provided that no member shall have more than a certain number of votes, e.g., 50. Where this is so, a member may distribute some of his shares among his friends as trustees for him, and thus increase his voting power. The regulations can be, but seldom are, so framed as to prevent this.

Unless the regulations forbid voting by proxy, votes may be given personally or by proxy. For usual form of instrument appointing a proxy, see infra, Table A, cl. 51. As to stamping the instrument:

The Stamp Act, 1870, as modified by the Act, 1871 (34 Vic. c. 4), in effect charges every instrument of proxy For the sole purpose of appointing or authorising a proxy to vote at any one meeting at which votes may be given by proxy, whether the number of persons named in such instrument be one or more," with the duty of ld.

By sec. 102 of the Act of 1870, it is provided as follows: 102. (1.) Every letter or power of attorney [this includes a proxy paper] appointing a proxy to vote at a meeting, and every voting-paper, hereby respectively charged with the duty of one penny, is to specify the day upon which the meeting at which it is intended to be used

is to be held, and is to be available only at the meeting so specified, or any adjournment thereof.

(2.) The said duty of one penny may be denoted by an adhesive stamp, which is to be cancelled by the person by whom the instrument is executed.

(3.) Every person who makes or executes, or votes or attempts to vote, under or by means of any such letter or power of attorney or voting-paper, not being duly stamped, shall forfeit the sum of fifty pounds.

(4.) Every vote given or tendered under the authority or by means of any such letter or power of attorney or voting-paper, not being duly stamped, shall be absolutely null and void.

(5.) And no such letter or power of attorney or voting-paper shall, on any pretence whatever, be stamped after the execution thereof by any person.

The above rules must be carefully borne in mind. Most proxy instruments appoint a proxy for one meeting only, and accordingly require a ld. stamp.

In any other case, e.g., when the proxy is appointed for more than one meeting or for a year, a 10s. stamp must be impressed. As a proxy paper bearing a penny stamp is available for one meeting only, it follows that if there be two meetings held on the same day (see supra, p. 38), there must be two instruments of proxy.

Where an adhesive stamp is used, the common receipt stamp is of the right description. An impressed stamp is much to be preferred to an adhesive stamp, for if the former is used the document has merely to be signed, but if an adhesive stamp is used there is considerable danger that it will be improperly cancelled, and in such case the instrument is void, and any person attempting to vote under it is liable to a heavy penalty.

In order to cancel the adhesive stamp, the person signing the instrument should write his name or initials on or across the stamp, and put the true date of signature on the stamp. The best plan is for the person to sign his name at the foot of the instrument, and to affix the stamp just below, and put his initials and the date on the stamp. In many cases the instrument concludes: "As witness my hand this day of ," and the stamp is fixed below and the signature written across it. The better opinion is that an instrument so executed is not valid, for the date ought to be written across the stamp.