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TMI Blog1931 (1) TMI 19X X X X Extracts X X X X X X X X Extracts X X X X ..... her side, in view of the proxies which had been given. The controversy was whether a retiring director should be re-elected or a new director put in his place. The general meeting was held on October 20, 1930. At that time it was proposed that the retiring director, Mr. Pantlin, should be re-elected, and the plaintiff, Mr. Cousins, proposed by way of amendment that the plaintiff Carr should be elected in his place. The chairman then took objection to the proposed candidate on the ground that he had not properly consented to act as a director. When the result of a vote by show of hands was declared, and it was said that Mr. Pantlin, had been re-elected, a poll was demanded and the meeting was then adjourned till November 3. An arrangement wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... indicated during the argument by Lawrence, L. J., that might make it desirable to hold that there had been such a distinction between the meeting on October 20, and the adjourned meeting on November 2, as to divide them into two separate meetings; but it is unnecessary to determine this, and I am prepared to accept the view that the whole proceedings were all part of the meeting which commenced on October 20. Attention has been drawn to the decision of Russll, J., in Spiller v. Mayo (Rhodesia) Development Co. (1908), Ltd. In that case he held where there is a continuation of a meeting at a subsequent date, for the purpose of taking a poll, it is all one meeting, and the date of the commencement of the meeting is the date before which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re, J., decided this case. Article 74 provides that "votes may be given personally or by proxy." That being so, it became necessary for the articles to lay down how votes by proxy are to be given, because there is not a common law right to vote by proxy, but it is a question for stipulation between the company and the shareholders. Article 74, however, clearly indicates two alternative modes of voting in person or by proxy. The two subsequent articles indicate the path to be followed where a shareholder decides to place his right of voting in the hands of a proxy. What then do I mean by a proxy? a personal representative of the shareholder who may be described as his agent to carry out a course which the shareholder himself has decided upon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d say to his principal "you have entrusted to me a power which I will not allow to pass back to you, although you demand the right to exercise it." In the absence of clear words taking away the shareholder's personal right to vote after he has put in force the proxy system, that personal right remains, and the shareholder is able to attend and give his own vote according to his own volition, and the proxy has no right to prevent it. For these reasons, which are in addition to those given in the clear judgment of Luxmoore, J., with which I agree, the appeal must be dismissed. Lawrence, L. J. I agree, and I have very little to add to the judgments of Luxmoore, J., and the Master of the Rolls with which I entirely concur. The question is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hareholder and as between himself and his principal is not entitled to vote contrary to the instructions of the latter. As between these persons and the company, the shareholder is, under Article 74, entitled to exercise his option to vote in person or by proxy at the time when the occasion for its exercise arises, that is to say, when the vote is taken, and if the proxy insists on voting notwithstanding that the shareholder attends and votes and thus a double vote is given at the meeting in respect of the same shares, it is the duty of the chairman to reject the vote of the proxy, because the personal vote is an unequivocal exercise on the part of the shareholder of his option to vote in person. Article 76 is merely directed to safeguard ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o vote either in person or by proxy at any time before the actual vote is to be given." With that sentence I find myself in complete accord. By Article 74 votes may be given by shareholders in person or by proxy, and in Article 76, upon which reliance has been placed by the appellants' counsel, we find certain provisions relating to the event of a shareholder having elected that his vote shall be given by proxy and not in person. That article throws no light, in my opinion, upon the question up to what time the shareholder can exercise the option given to him by Article 74 of voting in person or by proxy. It was no doubt contemplated by Article 76 that the proxy was to be revoked by notice in writing; but where a shareholder appears at the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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