Corporate Law 55 SS 23 - YOTING & PROXY, YOTING The provisions of the Companies Act 2017, relating to the voting right are summarized hereunder. 1. Every member of a company having a share capital shall have votes proportionate to the paid-up value of the shares held by hm. 2. Where the decision is to be made by show of hands, every member shall have one vote. 3. Every member of a company limited by guarantee and not having a share capital shall have one vote. 4, The votes may be given either personally or by a proxy. 5. In case of joint-holders, the vote of the senior who tenders a vote shall be accepted. A member of unsound mind may vote by his committee or other legal guardian 6. In case of any equali of votes, the chairman of the mecting shall cast the vote. Penalty Every officer of the company who is in default for non-compliance of any of the provisions relating to notice, quorum, chairman of a meeting and voting right of the members, shall be punishable to a fine. Voting by show of hands ‘Matters regarding voting by a show of hands are as follow 1, Resolution is decided on a show of hands unless poll is demanded. 2. Declaration of result by chairman is final unless evidence of otherwise facts exists 3. Votes of members present in person are counted. 4. Proxies are not considered. 5. Incase of equality of votes chairman may give easting vote if permitted by articles. 6. Incase of joint holders, the first named shareholder has a right to vote. Persons entitled to vote 1. Ordinary shareholders Preference shareholders: Holder of share warrant Joint-holder Insolvent Representative of corporations Representatives of government Proxy Person of unsound mind JAMSHAID IFTIKHAR M.Phil Commerce & FinanceCorporate Law 56 PROXY Proxy means the authority to act for another. The person empowered to act for another, and a document ‘empowering a person to act for another are also called as proxy. A proxy is an instrument by which a member of a company appoints another person to attend a meeting and vote on his behalf, This term is also used for the person so appointed. A proxy has the same rights as, that of a member. According to a company law any member of a company entitled to attend and vote at a meeting is entitled to appoint another person, as his proxy to attend and vote on his behalf and a proxy so appointed shall have the rights to speak and vote at the meeting as are available to a member. Limitation on Appointment 1 ‘A proxy cannot be appointed in the case of a company not having a share capital. 2. A member cannot appoint more than one proxy to attend one meeting. 3. If member appoints more than one proxy for one meeting and deposits more than one instruments of proxy with the company all such instruments of proxy shall be rendered invalid. 4. A proxy must be a member unless the Articles of the company permit appointment of a non-member as proxy. Provisions Regarding Proxy 1. Every member of a company limited by shares and a company limited by guarantee and having 1, who is entitled to attend and vote at a meeting, is entitled to appoint any other person 2. The members right to appoint a proxy must expressly be stated in the notice of a mecting, 3. The proxy form must be sent to every member along with the notice of the meeting. 4, The instrument of proxy must be in writing and signed by the member or his duly authorized attorney, Every member of a company who is entitled to vote at a meeting is entitled to inspect all proxies lodged with the company Procedure of Voting 1. Instrument appointing proxy must be in writing. It must be signed by the appointer or his attorney. If the appointer is the body corporate, it must be under its seal or be signed by an officer or an attorney duly authorized. 2. The proxies shall be lodged with the company not later than 48 hours before the tine of the meeting, 3. Members or their proxies are entitled to demand a poll on any question and abstain from voting or not to exercise their full voting rights. 4. Every member is entitled to inspect during the business hours of the company all proxies lodged with the company. JAMSHAID IFTIKHAR M.Phil Commerce & Finance