Restrictions on Voting Rights of Members

# Restrictions on Voting Rights of Members

## When Can Voting Rights Be Restricted?

The AOA may restrict a member's voting rights ONLY in two situations:

1. Any amount is due from the member on calls or other sums payable to the company, OR

2. The company has exercised its right of lien over the shares.

Important: No grounds other than these two can be used to deny voting rights.

## Default Rule

• If the AOA is silent, a member cannot be denied voting rights even if calls are unpaid or lien is exercised.

## Forfeited and Re-allotted Shares

• A new allottee of forfeited shares cannot vote until all calls on shares are paid.

## Flexibility in Use of Votes (on Poll)

A member with more than one vote on a poll:

• Need not use all votes
• Need not cast all votes in the same way (can split votes)

## Restriction on Requisitioning EGM

A member restricted from voting cannot sign a requisition for an Extraordinary General Meeting.

## Voting by Joint Shareholders

• Joint shareholders must agree on voting unless AOA provides otherwise.
• Seniority rule: Voting order follows the order of names in the register of members; the first-named (senior) holder's vote prevails.

## Voting by Director-Shareholders

• A director who is also a shareholder must vote like any ordinary shareholder.
• Cannot be influenced by their fiduciary role as director.

## Voting Rights of Preference Shareholders

• Can vote only on resolutions that directly affect their rights.

## Modes of Voting (Summary)