Hello, thank you for your question. My name is ***** ***** I can assist with this.
As a director you're entitled to know how the vote is collated and what apartments voted in which way. The directors have to share information like this across the Board of Directors.
You additionally have the right, as to the other shareholders, what proxies are used, and this information should be recorded in the minutes of the meeting.
Secretaries do need the directors' consent to do most things, and that she/he may have said this to you is not necessarily untrue or wrong.
Most importantly, you can demand what is known as a "poll vote" with other shareholders are the general meeting. Just check the company's articles, and see if if saying anything about this, but you can ask for each person to cast votes and then vote on the resolutions at the meeting.
Hope this helps. If you wish to clarify anything, do let me know, otherwise please remember to rate my answer as highly as you can.
Thank you for the good response.
A compromise proposal has been put forward where a secret ballot will be used to elect Directors on/off the Board. The forms will be issued at the start of the AGM with votes being counted by the Company Secretary with 2 independent observers during the meeting. The proxies should be available for examination prior to the meeting commencing. Does this seem OK?
Further question is where the Chairman is nominated to vote on behalf of a shareholder are there any issues regarding how he uses these votes?
I dont see any reason to compromise, other than to make the issue go away and for everybody to be happy, but the Board (including all directors) is entitled to know what is going on and who lodges these forms.
If you're happy to the independent observers are truly independent then that's maybe a way of being able to resolve this.
A chairman is usually given power to vote by proxy in such way as the chair thinks fit. You need to see the proxy form given to know this for sure though, as of course, a shareholder can limit the way in which the chair votes if he/she wants to. Normally though, people just sign forms saying they may vote as they see fit.
Hope this helps.
1. If the votes have to be made by owners, and she is not on the title, then no, this would not be a valid vote.
2. No, I dont think the secret process is right. The idea is that these votes should be transparent to all board members and you were at that point a board member and are entitled to see the vote.
If you want to challenge this, then if you can't agree how to resolve it, then you would likely need to issue proceedings in the High Court to have the vote result declared invalid. It's a complex type of claim, and I would therefore strongly advise that you consult a solicitor and get an appropriate letter of advice done in the first instance.