Which statement about who may demand a poll vote under the Model Articles is NOT correct?

• A. The directors may demand a poll vote.
• B. The chairman of the meeting may demand a poll vote.
• C. A shareholder who does not have the right to vote may demand a poll vote.
• D. A person representing not less than one tenth of the total voting rights may demand a poll vote.

Answer: (C)

The key idea is who has standing to demand a poll vote under the Model Articles. A poll can be demanded by those who have voting rights in the meeting: the directors, the chairman of the meeting, or a person or group representing not less than 10% of the total voting rights. A shareholder who does not have the right to vote has no standing to demand a poll, so that statement isn’t correct. The other possibilities fit the rules: directors can trigger a poll, the chairman can request one, and a person representing at least 10% of voting rights may demand it.