Trust and Company: A Legal History

This rights can be exercise when deciding to hire and fire a director(s)   to exercise dominant influence so as to enable a decision in favour of majority   and such right also infer on certain circumstances of a special nature’ Once it has been identified the rights that exist during the voting session voting ; voting may take place by a show of hands, a poll, or proxy. It is however the common law principle that passing of a resolution unless otherwise stated in an article or memorandum of associations or notice.

In such instances proxies are not counted, thus it is mandatory for members to be present   every member present usually has one vote by a show of hands. The equivalent Companies Act (2006) however does not create clear provisions as regards the ways of voting, thus leaving it to the companies articles to give clear provision with regard to mechanisms of voting. The previous Companies Act gave clear provisions with the ways to be adopted with regard to voting by hand in table A article 62, where voting by proxy in disregarded.

Article 63 on the other hand gave provisions as regard joint holders and stated that in such instance the vote of the person whose name comes first shall pass. Geoffrey Morse asserts that voting by a show of hands is not the best ways of voting as the vote of those with majority shares is counted as one and that the views of those voting by proxy is not taken in to consideration.

He establishes that owing to the following short comings, the common laws general rules provide for a request for polls where need arises this can be made either in a special or extra-ordinary resolution or the articles of the company. The articles of the previous Companies Act provided that a poll may be demanded before, or on the declaration of the result by a show of hands  . In the event of a poll, a vote by a show of hands is done away with. In a poll, the number of votes a member has is dependant upon the provisions of the articles.

The previous Companies Act section 134 provided that the number of votes shall be dependant upon the number of shares one has or each $ 10 stock held by a shareholder . In a vote by poll unlike by a show of hand members who are not present could have an opportunity to vote. Voting may also take place by proxy. Any member entitled to attend and vote at a company meeting may appoint another person, whether a member of the company or not to attend and vote as his proxy and if it is a private company to speak as his proxy.

Provisions of schedules 6 and 7 give effect to this concept under rule 6 and 7 (1) and (2) and provide that where a person holding a proxy is in a fiduciary relationship such a person shall not be held as him while such rights shall be held by a nominee of that person only  on such persons instructions.

Reference

C,A COOKE, Corporation, Trust and Company: A Legal History (1950) Companies Act 2006 history (1950) Companies Act (1985) Geoffrey Morse, (12 ed) company law Stevens $ Sons, London,(1983).