Maiko is a shareholder of Kakuma land Buying Co. Ltd. The Articles of Association of the Company state that the voting will be done a show of hands. At a meeting to resolve a long standing disagreement between members over a land buying issue, Maiko votes against the expectation of the chairman of the Board of Directors who loudly decline to record his vote. Maiko is aggrieved the decision of the chairman, but is unsure of how to proceed. Advise him.
• This problem is based on the members right to vote in general meeting and have the vote recorded.
• In this case it is evident that Maiko is a shareholder of Kakuma Land Buying Co. Ltd and is thus entitled to vote and have his vote recorded.
• The chairman of the board refused to record Maikos vote in toto violation of his individual membership right. This entitle Maiko to an action against the chairman of the board for breach of duty.
• My advise to Maiko is to file an action against the chairman of Kakuma Land Buying Co. Ltd for an order compelling the chairman to record Maikos vote. This advise is consistent with the decision in Pender V. Lushington whose facts were substantially similar.