Voting at General Meetings
56. Show of hands
- 56.1 At any general meeting a proposed resolution shall be put to vote by way show of hands unless (before or on the declaration of the result of the show of hands, as the case may be):
- a. the proposed resolution has been passed by written resolution in accordance with the Companies Acts; or
- b. a Poll is demanded by the Chairman or by at least three Ordinary Members present and entitled to vote; or
- c. on the proposal of the Chairman or any five Ordinary Members present and entitled to vote at the meeting it is determined that a postal ballot shall be held.
- 56.2 Unless a Poll be so demanded or a postal ballot be so determined upon, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution.
- 56.3 The demand for a Poll may be withdrawn.
57. Except as provided in Article 56, if a Poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the Poll shall be deemed to be the resolution of the meeting at which the Poll was demanded.
58. A Poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A Poll demanded or any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a Poll has been demanded may be proceeded with, pending the taking of the Poll.
59. If it is determined that a postal ballot shall be held the ballot shall be conducted in such manner as the Council (or, with the consent of the Council, the Secretary) directs and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was determined upon. Any business other than that upon which a ballot has been demanded may proceed pending the taking of the ballot.
60. In case of any equality of votes, whether on a show of hands or on a Poll or on a postal ballot, the Chairman of the meeting at which the show of hands takes place or at which the Poll is demanded or the postal ballot is determined upon shall be entitled to a second or casting vote.
61. Means of postal ballot
- 61.1 Subject to paragraph 61.4 below, the Council may at any time conduct a postal ballot of Ordinary Members on any resolution notwithstanding that the resolution has not been proposed at a general meeting.
- 61.2 Subject to the provisions of the Act, a resolution adopted by a postal ballot conducted under this Article shall be as valid and effective as if the same had been passed at a general meeting of the Association duly convened and held.
- 61.3 A resolution proposed by postal ballot under this Article may be proposed as an Ordinary Resolution or a Special Resolution, provided that a Special Resolution shall be passed only by a majority of not less than three-fourths of the votes cast in the ballot.
- 61.4 No ballot shall be conducted by the Council under this Article on any resolution which shall have been proposed and rejected at a general meeting or in a previous postal ballot within a period of three months immediately preceding the holding of the ballot.
62. Votes of Ordinary Members
- 62.1 Every Ordinary Member shall have one vote. No Member of any other class shall be entitled to vote.
- 62.2 No Ordinary Member shall be entitled to vote unless all moneys presently payable by him to the Association have been paid.
- 62.3 On a Poll votes may be given either personally or by proxy, provided that no Member shall cast on any resolution more than the maximum number (if any) of proxy votes for the time being prescribed for the purpose of this Article by the Bye-Laws.
- 62.4 The instrument appointing a proxy shall be in Writing under the hand of the appointer. A proxy must be an Ordinary Member of the Association.
- 62.5 The instrument appointing a proxy shall be produced at the meeting at which the proxy vote authorised by it is to be cast.
- 62.6 An instrument appointing a proxy shall be clear and unambiguous and in any usual or common form.
- 62.7 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a Poll and to propose or join in proposing a postal ballot.
- 62.8 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 Association at its registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.