Company Law - Members and Meetings (Part 2)

Types of voting

Members can vote at general meetings in one of two ways – on a show of hands or on a poll vote.

Show of hands

If a vote is taken on a show of hands every member present at the meeting has one vote.

Initially, all votes will be taken on a show of hands. If the result is not unanimous then a poll vote may be demanded.

Poll vote

On a poll vote, each member has one vote for every share he owns.

The articles will specify who can ask for a poll vote. Under art.46, Table A, a poll vote must be taken if requested by the chairman, any two members or any member(s) holding at least 10% of the shares. Therefore, under Table A, the only member or proxy who has no right to a poll vote is a single member who owns less than 10% of the company’s shares.

The chairman

The chairman at general meetings will usually be the same person who is appointed to be the chairman for board meetings. His task is to preside at meetings and to keep order. He will declare whether a particular resolution has been passes or defeated.

The chairman will also have the casting vote in addition to any other vote he may have (art.50 Table A) unless a special article has been inserted to remove this. The casting vote will be used where, without it the number of votes for and against a resolution would be equal.

Where a company consists of two members, to give the chairman a casting vote would effectively give him complete control and accordingly this is considered inappropriate. However in other cases the casting vote is a useful way of reaching a decision where there is deadlock.

In the situation where there is no chairman’s casting vote, the rule is that where the amount of voted for and against a resolution is equal, the negative view prevails. The resolution will therefore be defeated.


A proxy is a person who attends a general meeting in place of a member. If a member wants to send a proxy to a meeting rather than attending personally, he must appoint the person as his proxy by sending written notice thereof to the company’s registered office.

Procedure after the meeting

Copies of all resolutions passed, with the exception of some ordinary resolutions, must be sent to the Registrar of companies within 15 days.

Rights of members

The rights of members will be governed by the articles of the company. As set out in Session 2, only ‘insider’ rights may be enforced. The following are examples of some of the insider rights a member will commonly have.

- The right to vote (s.370 Companies Act 1985);

- The right to receive notice of general meetings (s.370 Companies Act 1985);

- The right to restrain an ultra vires act (s.35 (2) Companies Act 1985);

- The right to receive a dividend, if one is declared (art.104 Table A);

- The right not to be unfairly prejudiced (s.459 Companies Act 1985 / s.994 Companies Act 2006).
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