Upon important occasions the directors or some of the members sometimes send out stamped proxy papers to the shareholders for signature. In such case the documents ought to be stamped with impressed stamps if possible, otherwise adhesive stamps should be affixed and precise directions as to the mode of signing the paper and cancelling the stamp should be printed in the margin.

A shareholder may appoint several persons alternatively as his proxy, e.g., "A., and failing him B., and failing

him C."

All proxy papers ought to be preserved by the directors by being pasted in a book with a proper index.

A shareholder may vote personally at a poll, though he was not present at the meeting at which the poll was demanded. If a shareholder votes personally on any question, any vote on that question by a proxy on his behalf is void. A shareholder may revoke the appointment of a proxy at any time; but a vote given by the proxy before the revocation will be valid. In case of revocation, the shareholder ought before the meeting to write to the company giving notice that he has revoked the appointment. If he attends personally at a meeting he can hand in notice of the revocation to the chairman. Sometimes the instrument is so framed that personal attendance by the appointor invalidates it, e.g., where it says "in my absence to attend and vote," &c.

ADJOURNMENT.

The regulations generally empower the chairman to adjourn a general meeting with the sanction thereof, and very commonly provide that no poll shall be demanded upon a question of adjournment. In the absence of such a provision, the better opinion seems to be that a poll may be demanded. Unless the regulations otherwise provide, no notice need be given of an adjourned meeting, for it is a continuation of the original meeting, but no business can be transacted thereat, other than the business left unfinished at the meeting from which the adjournment took place. Where a meeting is adjourned, and at the adjourned meeting a poll is demanded, it must be borne in mind that no person can vote under an instrument of proxy, unless the same was deposited within the prescribed period before the original meeting.

D

SPECIAL RESOLUTIONS.

A special resolution is a resolution which has been passed at one extraordinary general meeting of a company, and confirmed at another, in accordance with sect. 51 of the Companies Act, 1862. That section is as follows:

:-

LI. "A resolution passed by a company under this Act shall be deemed to be special whenever a resolution has been passed by a majority of not less than three-fourths of such members of the company for the time being entitled, according to the regulations of the company, to vote, as may be present, in person or by proxy (in cases where by the regulations of the company proxies are allowed), at any general meeting of which notice, specifying the intention to propose such resolution, has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled, according to the regulations of the company, to vote, as may be present in person or by proxy 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: at any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact without any proof of the number or proportion of the votes recorded in favour of or against the same notice of any meeting shall, for the purposes of this section, be deemed to be duly given, and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company; in computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company."

As to the notice:

Notice of the proposed resolution must be given in accordance with the regulations. It is generally desirable that the exact form of the resolution should be given in the notice. See supra, p. 38. The notice may be as follows: The Company, Limited.

Notice is hereby given that an extraordinary general meeting of the above-named company will be held at -day the

day of

1878, at

on

o'clock in the fore

noon, for the purpose of considering, and if thought fit, passing the subjoined resolution.

Resolution.

That, &c. [Here set out the resolution.]

Should the resolution be passed by the requisite majority it will be submitted for confirmation as a special resolution to a second extraordinary meeting, which will be subsequently convened.

By order,

Dated, &c.

Secretary.

Of

course, if desired, the notice may be framed more generally. See supra, p. 38.

The meeting will be held in due course [as to procedure, see supra, p. 39, et seq.], and if the motion is lost, the resolution of course falls to the ground, but if it is carried, either with or without a poll, notice will be issued convening the confirmatory or second meeting. The notice of this meeting may be as follows:

The Company, Limited.

Notice, &c., when the subjoined resolution, which was passed at the extraordinary meeting of the company held on the day of 1878, will be submitted for confirmation

as a special resolution.

That, &c.

Dated, &c.

Resolution.

By order,

Secretary.

This meeting must be held at an interval of not less than fourteen clear days after the first meeting, and if the resolution is confirmed thereat, it becomes a special resolution.

A printed copy of a special resolution must be filed with the Registrar of Joint Stock Companies. See Company Precedents for form.

Every shareholder is entitled to a printed copy. See sect. 54 of the Act of 1862.

Whether an amendment can be moved to a resolution which is intended to be passed and confirmed as a special resolution depends on the notice convening the meeting. See supra, p. 39. Such an amendment, if competent, can only be moved at the first meeting: the second meeting must merely confirm the resolution passed at the first.

A special resolution is an instrument of great value, for the law permits a company thereby to alter all or any of its regulations, e.g., if the company is governed by Table A,

it may by special resolution resolve that Table A shall not longer apply, but that other regulations shall be adopted instead. And so, if it is governed by Articles of Association, it can rescind the same and adopt others.

So, too, any particular rule may be altered, e.g., if the regulations say that the directors shall not borrow more than £10,000, a special resolution can alter the limit or remove it altogether. The power of altering the regulations does not however authorise anything which would work unfairly, as against the minority, e.g., a resolution taking away the right to vote from some of the members would be invalid.

The power to alter the regulations is given by sect. 50 of the Act of 1862.

Besides altering its regulations, a company is permitted by the Companies Acts of 1862, 1867, and 1877, to do various things by special resolution, e.g., to reduce its capital, to subdivide its shares, to wind up, etc. And further, the regulations of most companies provide that certain matters shall only be done by or with the sanction of a special resolution, e.g., see clauses 26 and 65 of Table A. A special resolution cannot alter or extend the objects of a company. See supra, p. 25, and infra, p. 72.

IRREGULARITIES IN INTERNAL MATTERS. The regulations of a company are very rarely observed with exactness. Thus it sometimes happens that a director acts, who has not been duly elected, or that a general meeting passes a resolution which is acted on, though proper notice was not given of the intention to propose the same, or that the directors do not present their accounts in proper form, or that some shareholder is not given a hearing at a meeting.

A shareholder must not fancy that he can obtain the intervention of the Court to put a stop to, or remedy such irregularities. The Court only intervenes in very exceptional cases, e.g., where there is fraud.

But where anything has been done irregularly, which the company could by special resolution or otherwise do regularly, the Court refuses to interfere at the suit of a minority. The principle upon which it refuses is, that the minority must submit to the majority, for if a single member or any minority could procure the aid of the Court

in such case, it would only lead to endless litigation, and the business of a company could not be carried on. This rule is a great protection to the directors of a company, for so long as they keep within the powers of the company, and act with the approval of the majority, and are not guilty of any unfair conduct, they are not liable to litigation at the suit of a minority, who do not approve of their policy. The rule of non-intervention above referred to, does not apply where the directors or the company in general meeting do, or determine to do something beyond the power, ultra vires of the company. In such case the Court will instantly intervene by injunction at the suit of a single member.

As to what acts are beyond the powers of a company, see supra, p. 25, and infra, pp. 72, 87.

Any thing beyond its objects as stated in the memorandum, is ultra vires, e.g., in the case of a company started to carry on the business of a grocer, it would be ultra vires to carry on that of a coal merchant.

And there are other matters which are considered ultra vires or illegal, e.g., to create preference shares where the regulations as originally framed do not authorise the creation thereof, to pay dividends out of capital, to forfeit shares improperly, &c. In these cases the Court if appealed to will give prompt relief.

SECRETARY.

Every going company has its secretary. The articles very commonly contain a clause declaring who shall be the first secretary. In any case the agreement with the secretary should be put in writing, and signed by him and by some person authorised by the board to sign on behalf of the company. For forms, see Company Precedents, p. 67, et seq.

The duties of the secretary will depend on the size and nature of the company, and of the arrangement made with him. But in any case he will be present at all meetings of the company, and of the directors, and will make proper minutes of proceedings; he will issue all notices to members and others as may be requisite; he will conduct all correspondence with shareholders in regard to calls, transfer, forfeiture, and otherwise, and will keep the books of the company or such of them as relate to the internal business