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Showing contexts for: proxy voting in Narandas Munmohandas Ramji vs Indian Manufacturing Co. Ltd. on 1 January, 1800Matching Fragments
11. Turning to the articles, reliance is placed on articles 9 and 12 by Mr. Desai. Article 9 provides that the company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and article 12 provides that every member shall be entitled to one certificate for all the shares registered in his name. Mr Desai says that it would not be possible to company with this article if joint shareholders were looked upon as members. But the answer to this criticism is to be found in article 14 which expressly provides that the certificate of shares registered in the names of two or more persons shall, unless otherwise directed by them, be delivered to the persons first named on the register. Then attention is drawn to article 15 which deals with calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them, and Mr. Desai says that if all the joint shareholders were members, under this article a call could be made on each one of them and each one would be liable to pay the call. Again, the answer to that is to be found in article 8 which provides that joint holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such share. Then attention might be drawn to article 42 which provides for the shares of deceased persons, and it provides that in the case of a deceased member the executor or the administrator shall be the only person entitled to be recognised by the company as having any title to his share, but in the case of joint holders the surviving holder or holders or the executor or administrator of the last surviving holder shall be entitled to be recognised. then we have the provision with regard to voting at general meetings, and article 63 provides that five members personally present shall be a quorum for a general meeting for the purposes mentioned in that article. article 68 provides that any general meeting unless a poll is demanded in the case of a special or extraordinary resolution by at least five persons entitled to vote or in any other case by the chairman or by atleast five members, or by a member or members holding or representing by proxy or entitled to vote in respect of at least one-tenth part of the capital represented at the meeting, a declaration by the chairman that a resolution has been carried shall be conclusive evidence of the fact. Therefore, this article provides for a poll by at least five persons entitled to vote. When we turn to article 76 we find that in the case of joint holders, if there is one of them present, he is entitled to vote either personally or by proxy, and if more than one is present, then the person who stands first in the register is entitled to vote. Therefore, by giving the construction we are proposing to do on the expression "member", no difficulty or inconvenience can be caused looking to the scheme of the articles.