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Companies Act 1948

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Votes of Members

20. Every member shall have one vote. 21. 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, on a poll, vote by proxy. 22. No member shall be entitled to vote at any general meeting unless all moneys presently payable by him to the company have been paid. 23. On a poll votes may be given either personally or by proxy. 24. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company. 25. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. 26. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit—

" __________________ Limited. I/We __________________ of __________________ in the county of __________________, being a member/members of the above named company, hereby appoint __________________of __________________or failing him __________________ of__________________ as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the company to be held on the __________________day of __________________ 19___ , and at any adjournment thereof. Signed this __________________day of__________________ 19____ ." 27. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit—

" __________________Limited. I/We __________________, of __________________ in the county of __________________ , being a member/members of the above named company, hereby appoint of __________________, or failing him of __________________, as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the company to be held on the __________________day of __________________19___ , and at any adjournment thereof. Signed this __________________day of __________________ 19___ . This form is to be used(1)in favour of/ against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit. " 28. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 29. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

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