Attorney General v Davy
Attorney General v Davy is a UK company law case, which establishes this small but essential point of law: the default rule is that a majority of a corporate body can determine what it does.
Equivalent rules in contemporary company law are s 168 Companies [Act 2006], which allows shareholders to remove directors through a simple majority, Foss v Harbottle which presupposed that a majority of shareholders can always take action to litigate, and the rule in Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame, which raises the requirement to 75% of the shareholders if they are to give instructions to the board.Facts
had incorporated twelve people by name in a charter to elect a chaplain for the church of Kirton, just outside Boston, Lincolnshire. A clause stated that three of the twelve would choose a chaplain for the Sandford church as well, another village within the Kirton parish, with the consent of the majority of Sandford residents. A late vacancy had been created. Two of the three chose a chaplain with the majority of residents' consent, but the third dissented. The question was whether the choice was valid.Judgment
held that the chaplain was validly elected, for a corporate body can act by a majority vote at any duly summoned meeting of members.