The Companies and Allied Matters Act 2020 makes provisions for poll voting as the practice by which a company through its board of directors reaches decisions in the form of resolutions.
This article will be focused on the topics of :-
– The right to demand a poll
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– The right of attendance at a general meeting
– Objections to the qualification to vote
– The representation of corporations at company meetings
What is the procedure for voting under CAMA 2020?
-At any general meeting, a resolution put to the vote shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by –
(a) the chairman, where he is a shareholder or a proxy ;
(b) at least three members present in person or by proxy ;
(c) a member or members present in person or by proxy and representing at least 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 at least 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 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, is a conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.
What are the provisions of the act on the right under the act to demand a poll?
The act provides that any provision contained in a company’s articles is void if it would have the effect of –
(a) 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
(b) making ineffective a demand for a poll on any such question which is made by any of the persons mentioned in section 248 of this Act.
The act provides further that the instrument appointing a proxy to vote at a meeting of a company is also deemed also to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) of S.249 of the act, a demand by a person as proxy for a member is the same as a demand by the member.
The act also states that notwithstanding section 248 of this Act and subsections (1) and (2) of this section, there shall be no right to demand a poll on the election of members of the audit committee under section 404 of this Act.
What are the provisions of the act on voting on a poll?
The act provides that :-
– On a poll taken at a meeting of a company, or a meeting of any class of members of a company, a member entitled to more than one vote, if he votes, need not use all his votes or cast all the votes he uses in the same way.
-Except as provided in subsection (4) of the relevant section of CAMA, if a poll is duly demanded, it shall be taken in such manner as the chairman directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
-In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
-A poll demanded on the election of a chairman or on a question of adjournment is taken immediately, and on any other question is taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Who has the right of attendance at a general meeting?
– Subject to the relevant provision of this Act, every member has a right to attend any general meeting of the company in accordance with the provisions of section 107.
-In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority is determined by the order in which the names stand in the register of members.
-A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.
What does the act say on objections as to the qualification to vote?
The act provides that no objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting is valid for all purposes and any such objection made in due time shall be referred to the chairman of the meeting, whose decision is final and conclusive.
What does the act say regarding proxies in the matter of voting?
The act provides that any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy appointed to attend and vote instead of a member has the same right as the member to speak at the meeting, and unless the articles provide, this section shall not apply in the case of a company not having a share capital.
What are the provisions of the act on corporation representations at meetings of companies?
The act provides that a corporation, whether a company within the meaning of this Act or not, may if it is-
(a) a member of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body, authorize such person as it deems fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company ; or
(b) a creditor (including a holder of debentures) of another corporation, being a company within the meaning of this Act, by resolution of its directors or other governing body, authorize such person as it deems fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rule made thereunder or in pursuance of the provisions contained in any debenture or trust deed, as the case may be.
-A person authorized as provided in subsection (1) of the relevant provision of CAMA, is entitled to exercise the same powers on behalf of the corporation which he represents as that corporation might exercise if it were an individual shareholder, creditor or holder of debentures of that other company.
What are the provisions of the act on quorums?
The act provides that:-
-Except in the case of a company with one member or provided in the articles, no business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business and throughout the meeting.
-Except in the case of a company with one member or provided in the articles, the quorum for the meeting of a company is one third of the total number of members of the company or 25 members (whichever is less) present in person or by proxy, but where the number of members is not a multiple of three, then the number nearest to one third, but where the number of members is six or less, the quorum is two members and for the purpose of determining a quorum, all members or their proxies shall be counted.
-Where a member withdraw from the meeting for what appears to the chairman to be insufficient reasons and for the purpose of reducing the quorum, and the quorum is no longer present, the meeting may continue with the number present, and their decision bind all the shareholders but where there is only one member, he may seek direction of the Court to take a decision.
-Where there is a quorum at the beginning, but no quorum later due to some shareholders leaving for what appears to the chairman to be sufficient reasons, the meeting shall be adjourned to the same place, and time, in a week’s time, and if there is no quorum still at the adjourned meeting, the members present are then the quorum and their decision shall bind all shareholders and where only one member is present, he may seek direction of the Court to take a decision.