Proxy voting does not bar a shareholder from voting personally when the articles preserve both rights.

Articles of association, read with section 20 of the Companies Act 1929, were treated as creating contractual voting rights that allowed a shareholder to vote either in person or by proxy. A valid proxy did not extinguish the shareholder's continuing right to attend and vote personally unless that right was taken away expressly or by necessary implication. Because a proxy is only an agent and operates subject to the shareholder's choice at the time of voting, the chairman was not justified in preferring the proxy vote over the shareholder's personal vote. The shareholder's personal vote therefore prevailed and the proxy vote could not displace it.

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Issues: Whether a shareholder who had given a valid proxy was precluded from voting personally at the adjourned meeting, and whether the chairman was bound to count the proxy votes instead of the shareholder's personal votes.

Analysis: The articles of association, read with section 20 of the Companies Act, 1929, treated voting rights as contractual and gave shareholders an alternative right to vote either in person or by proxy. The proxy provisions regulated the use of proxy votes, but they did not expressly or by necessary implication take away the shareholder's continuing right to attend and vote personally. A proxy is only an agent of the shareholder and operates subject to the shareholder's choice when the vote is actually taken. Where the shareholder appears and exercises the personal vote, that act displaces the proxy vote and the chairman is not justified in rejecting the personal vote in favour of the proxy.

Conclusion: The shareholder's personal vote remained effective, the proxy vote could not prevail over it, and the appeal failed.

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