Lord Jessell MR described the position at common law as regards the rights of members with different numbers of shares in the company, saying: ‘We first of all consider what may be termed the common law of the country as to voting at meetings. It is undoubted, and it was admitted by Sir Henry Jackson in his argument for the Respondents, that, according to such common law, votes at all meetings are taken by show of hands. Of course it may not always be a satisfactory mode – persons attending in large numbers may be small shareholders and persons attending in small numbers may be large shareholders, and therefore in companies provision is made for taking a poll, and when a poll is taken the votes are to be counted according to the number of shares . .’
At common law there is no need for a motion to be seconded at a company meeting, unless the custom and practice of the company as been so to do.
James LJ said that a chairman may himself move a motion.
Lord Jessell MR, James LJ
(1879) 11 ChD 109
England and Wales
Cited by:
Cited – Sugarman and Others v CJS Investments Llp and Others CA 19-Sep-2014
The parties were apartment owners in a development, each owning shares in the management company. They disputed the interpreation of the Articles as to whether the owner of more than one apartment was still restricted to one vote at member meetings, . .
Lists of cited by and citing cases may be incomplete.
Company
Leading Case
Updated: 31 October 2021; Ref: scu.536997