§ 178 — Right to demand a poll

178.—(1) Any provision in a company’s constitution is void insofar as it would have the effect —(a)

of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting;

(b)

of making ineffective a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting that is made —(i)

by not less than 5 members having the right to vote at the meeting;

(ii)

by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or

(iii)

by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right; or

(c)

of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.[36/2014]

(1A) Despite subsection (1)(b), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting may be made —(a)

by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or

(b)

by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right.[36/2014]

(2) The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company is deemed to be the same as a demand by the member.

(3) A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act.

—(1) Any provision in a company’s constitution is void insofar as it would have the effect —(a)

of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting;

(b)

of making ineffective a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting that is made —(i)

by not less than 5 members having the right to vote at the meeting;

(ii)

by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or

(iii)

by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right; or

(c)

of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.[36/2014]

(1A) Despite subsection (1)(b), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting may be made —(a)

by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or

(b)

by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right.[36/2014]

(2) The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company is deemed to be the same as a demand by the member.

(3) A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act.