Voting on resolutions at company meetings

Where a resolution has been put to vote at a general meeting, voting is usually by a show of hands unless poll is demanded by members that are entitled to demand same. What is poll voting? Where voting is by poll, the value of the votes cast will be determined by the number of shares owned by each person that votes. i.e, instead of voting by show of hands where each person’s vote would be counted as one, where voting is by poll, each person’s vote would be counted by the number of share he holds in the company.

For example:

A company has 9million shares and 9 shareholders, a resolution is to be voted on and 8 shareholders are against the resolution while 1 is for it.

If the 8 shareholders that are not in support of the resolution jointly hold 4 million of the 9million shares while the remaining shareholder holds the other 5million, if all the shareholders are present at a meeting and a vote is taken by poll, the shareholder with the 5 million shares automatically has 5 million votes while the remaining 8 have 4 million. Consequently, although he is one person, more votes would be recorded against his name.

Where voting is by show of hands, voting would be in favor of the other 8 shareholders because each person will have just a vote recorded against his name.

Who can demand for a poll?

(a) the chairman, where he is a shareholder or a proxy;

(b) at least three members present in person or by proxy;

(c) any member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) any member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the shares conferring that right.

Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, the resolution.

NOTE THAT : Any provision in the Articles of Association of the company excluding the right to demand a poll at a general meeting on any question other than the election of the chairman of the meeting or the adjournment of the meeting, or that renders a demand for a poll by any of the persons mentioned above ineffective is void.

Instrument appointing a proxy to vote at a meeting is also deemed to confer on such proxy the authority to demand a poll. Also, election of audit committee members shall not be by poll.

Where votes have been cast, either by show of hands or by poll, where there is a tie, the chairman of the meeting is entitled to a casting vote.

Reference- S 224 and 225 CAMA.

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