In the matter of Print Mail Logistics Limited

Print Mail Logistics Limited was involved in a dispute which reached the court. The company's constitution required that a poll be called if requested by any member entitled to vote. During a general meeting, the chairman appointed a proxy without objection and proceeded to conduct the meeting without calling a poll, despite a request to do so. The company then passed resolutions based on the show of hands. The matter reached the court, which had to determine whether the chairman was obliged to call a poll upon request and whether the failure to call a poll invalidated the resolutions passed on the show of hands.

The court examined the company's constitution and relevant statutory provisions, including sections 249H and 249M of the Corporations Act. The primary issue was whether the chairman's decision to appoint a proxy and not call a poll was valid and whether the resolutions passed on the show of hands remained in effect. The court considered the circumstances under which a poll could be requested and the consequences of failing to comply with such a request.

After considering the evidence and arguments, the court held that the chairman was indeed obliged to call a poll if requested by a member entitled to vote. The failure to do so rendered the resolutions passed on the show of hands invalid. The court emphasised that the statutory provisions and the company's constitution required adherence to the process outlined for voting, including the calling of a poll when requested. The resolutions in question were thus deemed invalid due to the procedural error.

The court's decision underscores the importance of following proper voting procedures in company meetings, particularly when a poll is requested. The invalidity of the resolutions passed on the show of hands necessitates that the company take appropriate action to rectify the situation, likely by holding a proper poll or another general meeting to re-pass the resolutions.