Interpretation – provision in Articles of Association providing for one vote per member irrespective of number of shares held, held not to be absurd
Article 13 of the Articles of Association of a residential management company provided as follows: “(a) Subject as hereinafter provided, every member present in person or by proxy shall have one vote … (b) Regulation 54 … in table A shall not apply to the company”.
Regulation 54 provided one vote per member on a show of hands and one vote per share on a poll.
In this matter one member held 66% of the shares and would therefore be able to control the company on the default position set out in Regulation 54.
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