Proxy revocation and shareholder chairmanship rules governed the poll, and improperly rejected votes altered the outcome.

A company-law note on shareholder voting at an adjourned poll explains that a chairman's right under the articles continues only while he is willing to act, so shareholders may elect another chairman if he declines to preside. It also states that proxy voting is governed by contract and agency principles, meaning proxies remain revocable unless the articles exclude revocation, provided notice is given in time. Further, proxies cannot be rejected as insufficiently stamped without regard to the articles or without allowing a fair opportunity to cure the defect. On that reasoning, the excluded votes affected the poll result and the resolutions were treated as defeated.

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Issues: (i) whether the chairman of the meeting was bound to preside over the adjourned poll or the shareholders were entitled to elect another chairman when he declined to act; (ii) whether the revocations of proxies covering 230 votes were valid; (iii) whether the proxies covering 661 votes could be rejected as insufficiently stamped.

Issue (i): whether the chairman of the meeting was bound to preside over the adjourned poll or the shareholders were entitled to elect another chairman when he declined to act

Analysis: The right of the chairman under the articles existed only so long as he was willing to act, and there was no legal compulsion to continue in office. The adjourned poll was treated as part of the meeting, but that did not prevent the shareholders from choosing another chairman when the appointed chairman declined to preside. The prior direction of the Court in the earlier proceedings did not take away that contractual right under the articles.

Conclusion: The chairman was not bound to preside, and the election of another chairman by the shareholders was valid.

Issue (ii): whether the revocations of proxies covering 230 votes were valid

Analysis: Voting by proxy was contractual, and once the relationship of principal and agent arose, its incidents were governed by the law of contract. In the absence of an article excluding revocation, the shareholder retained the power to revoke the proxy, subject to notice to the company and the limitations recognised by law. The revocations were communicated in time, and the chairman was not justified in treating them as ineffective merely because the proxies had been used at an earlier stage of the same meeting.

Conclusion: The revocations were valid and ought not to have been rejected.

Issue (iii): whether the proxies covering 661 votes could be rejected as insufficiently stamped

Analysis: The form of proxy prescribed by the articles treated the instrument as a proxy for voting at the meeting, and the company had acted on that footing earlier. The chairman could not go behind the articles and finally reopen at a later stage a question already ruled upon, particularly when the objecting party offered to make good any deficit stamp duty. The instrument, properly construed, fell within the category of proxy contemplated by the relevant stamp provision, and rejection without allowing the defect to be cured was unfair and unwarranted.

Conclusion: The proxies were wrongly rejected as insufficiently stamped.

Final Conclusion: The excluded votes altered the result of the poll, so the resolutions must be taken as defeated. The plaintiffs were entitled to the declarations and injunction sought, and the suit should not have been dismissed.

Ratio Decidendi: In the absence of an article excluding revocation, a proxy is revocable under the law of agency, and where the articles prescribe the form and stamp basis of the proxy, a chairman cannot disregard that contractual framework or finally reject the proxy without giving a fair opportunity to cure any stamping defect.

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