Corporate Law on Election Day: Hairsplitting The Polls

In recognition of today’s election, today’s post is about polls, poles and Poles.

The General Corporation Law uses the word “poll” exactly once – in describing the duties of the inspectors of election at meetings of shareholders. Section 707(b) of the Corporations Code provides that the inspector(s) must determine, among other things, “when the polls shall close”.  Oddly, the statute makes no mention of determining when the polls open.  In contrast, Section 231 of the Delaware General Corporation Law does not require the inspectors to determine either the opening or closing times of the polls.  The statute requires only that the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting be announced at the meeting.

But what exactly is a “poll”?  The word itself is derived from a word referring to hair.  Thus, Ophelia in her madness and grief sings of her late father:

He never will come again.

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His beard was as white as snow,

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All flaxen was his poll.

He is gone, he is gone,

And we cast away moan.

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Hamlet, Act IV, Scene 5.  Metonymically, “poll” was used to refer to a person’s head.  Eventually, a counting of heads became known as a “poll” and the process of counting became “polling”.

Some readers may recall that the word “poll” also appears in the word “deed poll”.  As explained by Sir William Blackstone, this use of “poll” reflects its original tonsorial meaning:

 A deed made by one party only is not indented, but polled or shaved quite even; and is therefore called a deed-poll, or a single deed.

Commentaries on the Laws of England, Book II, Ch. 20.

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Poll has at least three homophones, each with its own etymologic origins.  When referring to a stake in the ground, “pole” can be traced to the Latin word, palus, which has the same meaning.  Greek, however, is the source of “pole” when it is used to refer to the top of the world (e.g., the South Pole).  The Greek word, πόλος, refers to an axis on which something turns.  Finally, the people of Poland are not surprisingly known as “Poles”.  In this case, the Polish word Polanie is the source.  It translates as the people of the field.