(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members; and
(b) the appointed proxy is not the chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA, on the question that the resolution be passed; and
(d) either of the following apply:
(i) if a record of attendance is made for the meeting--the proxy is not recorded as attending;
(ii) the proxy does not vote on the resolution;
the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting.