Link Agricultural Pty Ltd v Shanahan & Ors

[1998] VSCA 3

Victorian Court of Appeal

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Corporations
2. › Meetings
3. › Polls
4. › Chairman's powers
5. › Conduct of election
6. › Whether chairman bound to accept proxy votes inadvertently not lodged in ballot box
7. › Whether ruling made for proper purpose of ascertaining will of majority
1. Corporations
2. › Meetings
3. › Proxy voting
4. › Right to vote by proxy
5. › Exclusion of proxy votes
6. › Whether chairman's refusal to accept late-lodged proxyholder card was valid exercise of discretion
1. Corporations
2. › Directors
3. › Removal and appointment
4. › Concurrent statutory and article procedures
5. › Whether special resolution required for appointment of replacement director
6. › Whether s 227 of Corporations Law and articles of association create concurrent alternative procedures
7. › Corporations Law, ss 227, 252
1. Corporations
2. › Directors
3. › Appointment
4. › Inherent power of general meeting to appoint directors by ordinary resolution
5. › Whether articles of association excluded inherent power

Quick Take

A chairman's powers to direct the conduct of polls at a general meeting must be exercised for the purpose of facilitating the voting and counting of votes to ascertain the will of the majority; a ruling that excludes proxy votes due to a minor inadvertent error by the proxyholder, without considering the importance of the right to vote by proxy and the effect on a large number of shareholders, is invalid. Section 227 of the Corporations Law and articles providing for removal of directors by special resolution create concurrent alternative procedures; where members proceed under s 227, the article's requirement for a special resolution does not apply. A shareholder has standing to enforce personal membership rights regarding the election and appointment of directors notwithstanding the rule in Foss v Harbottle.