The Gazette 1996

GAZETTE

MARCH 1996

Chairing Company Meetings - Powers and Duties

by Muiris Ó Céidigh BA, LL.B., MBA, Solicitor*

which she was interested. This argument was rejected on the basis that that appointment by the directors of one of their body, a chairperson, or as a management director, without more, is not a contract but is merely a delegation of their powers, and is very similar to the power which they possess to appoint committees of themselves and delegate their powers to those committees. A chairperson who is elected without a contract holds office at the discretion of the body which has power to elect him. In Foster it was held that when directors appoint a chairperson they appoint him for such time as they think fit, and there is no contract with the person appointed that he shall remain chairperson until he ceases to be a director. Duration of appo i n tment Unless, in the case of a company the articles or the rules of the body concerned otherwise provide, there is no formality or period of notice attending the resignation of a chairperson. Duties and Powers Some of the chairperson's duties will be set out in the regulations governing meetings, and it is important that the chairperson be familiar with these, however, other duties are implicit in his appointment or arise out of common law. These general duties may be summarised as follows: Before the meeting commences he ought to satisfy himself that it has been properly convened and that adequate notice has been served. The notice requirements both as to length of time and method of (a) Notice of the meeting Resignation Duties

Introduction

The position of chairperson of a meeting can often be a difficult one especially where the meeting being chaired is made up of competing interests. In addition to a talent for diplomacy, a good chairperson needs to have a sound knowledge of his powers and duties. The Articles of Association of a limited company normally provide that the directors elect a chairperson of their meeting and the chairperson is also to preside as chairperson at every general meeting. If there is no such chairperson, or if he (or she) is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the directors may elect one of their number to be chairperson of the meeting. If no director is willing to act as chairperson or if no director is present within 15 minutes after the time of meeting, the members present can select one of their number to be chairperson of the meeting. A poll demanded on the election of a chairperson is usually required to be taken forthwith. Apart from the provisions of the Articles of Association the chairperson of any meeting for which no specific rules are provided may be appointed for that meeting by the majority vote of those present. Appointment

Muiris Ó Ceidigh appointed in the manner prescribed in the rules, and for a fixed period. It is useful to appoint a regular deputy chairperson as this enables the organisation to continue its business even when the chairperson is unable to be present. If, however, there is no regular deputy, the meeting must elect one if the elected chairperson is absent or is unable or unwilling to act. Often there is a contract between the company and the chairperson. This may provide inter alia for his remuneration and expenses. However, the mere election of a chairperson without more does not amount to a contract with him. Such election is merely a delegation of power. This principle is important in the context of the ability to vote on the election of a chairperson. In Foster -v- Foster 1 a chairperson was replaced on a vote in which a new chairperson participated. The outgoing chairperson put forward the proposition that the new chairperson could not vote on her appointment as this involved voting on a contract in No contract is created by the appo i n tment

Deputy chairperson

A deputy chairperson will preside in the absence of the elected chairperson. A regular deputy chairperson is often

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