Form 68.

Form of requisition for meeting.

When requisitionists may call meeting.

Notice of meeting.

As to omission to give notice.

Power for member to

tion.

This is a very usual clause. Sometimes it is thought better to prescribe a fixed number of shares. In such case, omit the words in brackets, and substitute, "not less than [fifty] shares." Or the clause may run-"the directors, &c., upon a requisition made in writing, by not less than one-fifth in number of the members, convene, &c." Sometimes the two are combined, e.g., "upon a requisition in writing, made by any five or more members holding, &c." If the power is to be given, it is as well not to fetter the exercise by conditions which are difficult to comply with.

62. Any such requisition shall specify the object of the meeting required, and shall be signed by the members making the same, and shall be deposited at the office.

63. In case the directors fail to convene an extraordinary meeting within twenty-one days from the time of such deposit, the requisitionists [or any other members holding the like proportion of the capital,] may themselves convene a meeting; but no such requisition shall remain in force for more than two calendar months from the time when the same shall be deposited at the office.

This clause must be modified if Clause 61 is altered. See note to that clause ; e.g., by omitting the words in brackets, and inserting these: "or any members holding not less than fifty shares;" or the following: "or any members not being less than one-fifth in number of the members;" or, or any five or more members holding the like proportion of the capital."

66

64. Seven clear days' notice at the least, specifying the place, day, and hour of meeting, and, in case of an extraordinary meeting, the purpose for which it is to be held, shall be given, either by advertisement or by notice sent by post or otherwise served as hereinafter provided. [Whenever any meeting is adjourned for twenty-one days or more, at least five days' notice of the place and hour of meeting of such adjourned meeting shall be given in like manner.]

As to notices, see further infra, and "Notices."

An adjourned meeting is considered a continuation of the original meeting. Sce Scadding v. Lorant, 1 H. L. Cas. 418.

In the absence of special provision, notice of an adjourned meeting need not be sent to every member. Wills v. Murray, 4 Ex. 843.

65. The accidental omission to give any such notice to any of the members shall not invalidate any resolution passed at any such meeting.

Sometimes this clause runs: "The non-receipt of such notice by any member shall not, &c." This is the form in Table A.

In one form or the other the clause is always inserted.

[65a. Any member entitled to vote may, subject to the following submit resolu- proviso, submit any resolution to any extraordinary meeting beyond the matters specified in the notice calling such meeting. Provided always that such member shall deposit at the office days at the least before the time appointed for the said meeting, a notice signed by him stating his intention to submit such resolution and containing a copy thereof, together with the sum of 107. in cash for expenses. Upon

the receipt thereof the secretary shall, with all reasonable dispatch, give Form 68. notice to the members that such resolution will be proposed.]

The above clause is occasionally inserted.

PROCEEDINGS AT GENERAL MEETINGS.

66. The business of an ordinary meeting shall be to receive and con- Business of ordinary sider the statement of income and expenditure, and the balance-sheet, meeting. the reports of the directors and of the auditors, to elect directors and other officers in the place of those retiring by rotation, to declare dividends, and to transact any other business which, under these presents, ought to be transacted at an ordinary meeting. All other Special busibusiness shall be deemed special, and shall be transacted at an extraordinary meeting.

ness.

67. Three members personally present shall be a quorum for a general Quorum. meeting for the choice of a chairman, the declaration of a dividend and the adjournment of the meeting. For all other purposes the quorum for a general meeting shall be members personally present, not being less than [5] in number, and holding, or representing by proxy, not less than one-tenth part of the issued capital of the company. No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of the business.

If the articles do not say "personally" present, can a member present by proxy be counted in a quorum? See Cambrian, &c., Co., W. N. 1876, p. 6; 31 L. T. 773. Of course a resolution passed at a meeting at which a quorum is not present is void; and so also if passed by votes of persons not entitled to vote, e.g., because indebted to the company. See Clause 84, infra, p. 119, and the case abovementioned. And a single person cannot constitute a meeting. Sharp v. Dawes, 2 C. B. Div. 27; In re Sanitary Carbon Co., W. N. 1880, 223. As to whether provisions in the articles as to quorum apply in case of meetings held for passing a special or extraordinary resolution as defined by ss. 51 and 129 of the Act of 1862, respectively, see infra, introductory notes to "Resolutions."

Table A. provides by Clause 37 as follows: "No business shall be transacted at any general meeting except the declaration of a dividend unless a quorum of members is present at the time when the meeting proceeds to business, and such quorum shall be ascertained as follows:-that is to say, if the persons who have taken shares in the company at the time of the meeting do not exceed ten there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty, with this limitation, that no quorum shall in any case exceed twenty."

In the case of a small company the quorum is not uncommonly fixed at two or three.

ing.

68. The chairman of the directors shall be entitled to take the chair Chairman of at every general meeting, or, if there be no chairman, or, if at any general meetmeeting he shall not be present within fifteen minutes after the time appointed for holding such meeting, the members shall choose another director as chairman, and, if no director be present, or, if all the directors

Form 68. present decline to take the chair, then the members present shall choose one of their number to be chairman.

When, if quorum not

present, meeting to be dissolved, and when to be adjourned.

How questions to be decided

at meetings. Casting vote.

What is to be evidence of

the passing of a resolution

demanded.

Sometimes provision is made for a deputy chairman.

69. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon such requisition as aforesaid, shall be dissolved; but in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at such adjourned meeting a quorum is not present, [those members who are present shall be a quorum, and may transact the business for which the meeting was called.]

Or the words in brackets may be omitted and the following inserted: "it shall be adjourned sine die." This is the form in Table A., but the above is now frequently used, for it is found that members are often so supine that it is almost impossible to get together a quorum although the business may be pressing.

70. Every motion submitted to a meeting shall be decided, in the first instance, by a show of hands, and in the case of an equality of votes the chairman shall, both on show of hands and at the poll, have a casting vote in addition to the vote or votes to which he may be entitled as a member.

See In re Horbury Bridge, &c. Co., 11 Ch. Div. 109; The Queen v. Government Stock Investment Co., 3 Q. B. D. 442.

It is said that if the number of votes at a general meeting is equal the chairman has no casting vote by common right.

71. At any general meeting, unless a poll is demanded by at least five members, or by a member or members holding or representing by proxy or entitled to vote in respect of at least one-fifth part of the capital where poll not represented at the meeting, a declaration by the chairman that a resolution has been carried, or carried by a particular majority or lost, and an entry to that effect in the book of proceedings of the company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 72. If a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place as the chairman of the meeting directs, and either at once or after an interval or adjournment, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

Poll.

Occasionally the words " and either by ballot or otherwise " are inserted after the word "manner."

As to a scrutiny, see The Wandsworth, &c., Co. v. Wright, 18 W. R. 728. The result as entered on the minutes is prima facie correct.

In Re Horbury Bridge, &c., Co., 11 Ch. Div. 109, Jessel, M. R., is reported to have said that "where a poll is demanded it never is taken then and there, and I am by no means of opinion that a chairman could direct it to be so taken." In the writer's experience a poll is very commonly taken then and there, and it is therefore desirable to frame the above clause so as to authorise such a proceeding. Unless a poll is demanded in accordance with the regulations it is invalid. The Queen v. Government Stock Investment Co., 3 Q. B. Div. 442.

73. The chairman of a general meeting may, with the consent of the Form 68. meeting, adjourn the same from time to time and from place to place, Power to adbut no business shall be transacted at any adjourned meeting other than journ general the business left unfinished at the meeting from which the adjournment meeting. took place.

See note to Clause 64.

74. The demand of a poll shall not prevent the continuance of meeting for the transaction of any business other than the question on which a poll has been demanded.

a Business may proceed notwithstanding demand of poll.

VOTES OF MEMBERS.

shares members.

75. Every member shall have one vote for every share held by him Votes of [up to ten, and he shall have an additional vote for every beyond the first ten shares, but no member shall have more than votes.]

The right of voting always deserves careful consideration. Not uncommonly the words in brackets are omitted in the last sentence. Sometimes a class of members is given no voting power.

And where a large proportion of the capital is to be issued to a vendor his rights of voting in respect thereof are sometimes limited. These are matters for the consideration of the promoters.

Although a member is entitled to vote as he likes, East Pant, &c., Co. v. Merryweather, 2 H. & M. 254; London & Merc. Dis. Co., 1 Eq. 277; Pender v. Lushington, 6 C. D. 70; a majority will not be allowed to obtain for themselves an advantage at the expense of the minority. Menier v. Hooper's Telegraph Works, 9 Ch. 350; see also Atwool v. Merryweather, 5 Eq. 464; Mason v. Harris, 11 Ch. Div. 97.

A member is entitled to transfer his shares to nominees so as to secure to himself the maximum of voting power, and the directors must register the transfers, unless the articles give them a power to decline which is applicable in such case. Stranton Iron Co., 16 Eq. 559; see further, supra, p. 102.

However, it is seldom deemed necessary expressly to restrict the right of transfer in this respect. Clause 118a, infra, is however sometimes inserted, and in all ordinary cases prevents what was done in the case above mentioned. But though Clause 118a may be found useful in this respect, it is open to objection on the score of inconvenience, and on other grounds.

tions.

76. Any guardian, or other person entitled under Clause 30 hereof to Who may vote for infant, transfer any shares or stock, may vote at any general meeting in respect lunatic, &c., thereof in the same manner as if he were the registered holder of such and subject to shares or stock, provided that forty-eight hours at least before the time what condiof holding the meeting at which he proposes to vote he shall satisfy the directors of his right to transfer such shares or stock, or unless the directors shall have previously admitted his right to vote at such meeting in respect thereof.

77. If there be joint registered holders of any shares or stock, the member whose name stands first on the register, and no other, shall be entitled to vote in respect of such shares or stock, but the other or others of the joint holders shall be entitled to be present at the general meeting.

Form 68.

In what cases no poll.

Proxies permitted.

Instrument appointing

proxy to be in writing;

and to be deposited at office.

When vote by proxy valid

rity revoked.

The above clause is generally used, but sometimes the following is inserted :"Where there are joint registered holders of any share or stock, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share or stock as if he were solely entitled thereto; and if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such shares or stock, shall alone be entitled to vote in respect thereof."

78. No poll shall be demanded on the election of a chairman of a meeting, or on any question of adjournment.

As to whether a poll can be demanded in relation to adjournments, see McDougall V. Gardiner, 1 Ch. Div. 13.

79. Votes may be given either personally or by proxy.

There appears to be no right at common law to vote by proxy. See Grant on Corporations, 256; hence it must be expressly given.

80. The instrument appointing a proxy shall be in writing, under the hand of the appointor, or, if such appointor is a corporation, under its common seal, and shall be attested by one or more witnesses. No person shall be appointed a proxy who is not a member of the company and qualified to vote.

81. The instrument appointing a proxy shall be deposited at the registered office of the company not less than forty-eight hours before the time for holding the meeting at which the person named in such instrument proposes to vote, [but no instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.]

Sometimes the words within brackets in the above clause are omitted and the following substituted: "and no proxy shall be entitled to vote except at the particular meeting mentioned in the instrument, or any adjournment thereof, and upon every poll that may take place at or in consequence of any such meeting or adjournment." But there seems no sufficient reason why a member should not be enabled to appoint a proxy for a specified period. It was very proper to insert such a provision when the law would not permit the appointment of a proxy except in regard to a specified meeting. See infra, note to Clause 83.

[81a. A vote given in accordance with the terms of an instrument of though autho- proxy shall be valid notwithstanding the previous death of the principal, or revocation of the proxy, or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation, or transfer shall have been received at the registered office of the company before the meeting.]

Holders of

share warrants not to vote by proxy.

This is occasionally inserted and may be useful.

82. Holders of share warrants shall not be entitled to vote by proxy in respect of the shares or stock included in such warrants.

83. Every instrument of proxy shall be in the form or to the effect Form of proxy. following:The in the county

Company, Limited.

I

of