The Gazette 1996

GAZETTE

MARCH 1996

Where the Articles provide only that the chairperson may adjourn with the consent of the meeting then he cannot be compelled to adjourn (Salishery Gold Mining Co. -v- Hatlorn)? However, in Kinsella -v- Alliance and Dublin Gas Consumers Company and Others, 1(1 where there does not appear to have been any equivalent of Article 58, Barn J held that the chairperson had no power to adjourn the meeting contrary to the wishes of the majority. Articles usually permit a valid demand for a poll to be made by a chairperson, and he should not hesitate to exercise his power where there is a doubt as to whether a poll on the show of hands truly represents the majority view of the members on a matter of importance. When a poll is demanded, it is a matter for the chairperson to fix the time and place at which it is to be held. If, however, the articles provide that it is to be taken immediately, it should be taken as It is usual and proper for the chairperson to appoint scrutineers to examine and count the votes and report the result to him. If the poll is not completed on the day in which it is begun, it must be continued on another day: the chairperson is not entitled to close the poll while there are still members present who wish to vote: R. -v- St. Pancras (1830). Minutes of all general meetings of a company are required by Section 145 of the Companies Act, 1963. The minutes must be signed by the chairperson of the meeting at which the proceedings took place or the chairperson of the next succeeding meeting. soon as practicable in all the circumstances: Jackson -v- Hamlyn."

facia evidence of what occurred at the meeting. Section 145 (3) provides that when minutes are properly made and signed, a rebuttable presumption arises that the meeting to which they refer has been duly convened and held that all proceedings at it had been duly conducted and that all appointments of directors or liquidators at it are valid. Members may constitute a memorandum for the purpose of the statute of Frauds 1691. Proposal of resolutions Resolutions must be proposed by the chairperson or a member. The usual procedure is for a resolution to be moved and seconded and then put to the meeting by the chairperson. But it appears that this is not absolutely necessary. In Re Hornhury Bridge Coal, Iron & Waggon Co.' 2 , James L J suggested (at 118) that the chairperson of the meeting may put a resolution or an amendment to a vote, even though it had not been formally proposed or seconded. If a resolution or a proper amendment thereto has been proposed and seconded, the chairperson is obliged to put it to the vote. In Henderson -v- Bank of Australasia", a resolution was held to be void by the court because the chairperson refused to put a proper amendment thereto to the meeting. Ame ndme nt of resolutions In the case of ordinary resolutions of which notice has been given to the members in the notice convening the meetings, an amendment may only be permitted if it is within the scope of the original resolution - Re: Betts and Co. Limited -v- McNaghten u . Thus, if the notice is of a resolution to increase the renumeration of the directors by, for example, £5,000 per year there could be no objection to an amendment proposing an increase of £3,000 per year. But if the amendment proposed an increase of £10,000 a year, it would be clearly out of order, since the members might have stayed away in the belief that the lower renumeration only would be voted to the directors. RESOLUTIONS

An amendment may be proposed to resolutions other than special resolutions. The latter can only be passed in the terms of which the notice was given and accordingly no amendment is permissible, unless it is an amendment which does not affect the substance of the resolution, e.g. an

amendment designed to correct clerical errors in the notice: Re: Mooregate Mercantile Holdings

In Re: Mooregate Mercantile

Holdings

Ltd the court held that a special resolution as passed by a meeting, must be identical, at least in terms of substance, with the text of the proposed resolution notified to members and, in applying this rule, there is no room for the court to invoke the de minimis principle. In the same way, it seems that an extraordinary resolution may be validly passed only in the terms expressed in the notice of meeting (MacConnell -v- Prill & Co. Ltd. [1916] 2 Ch 57). The procedure for dealing with amendments is the amendment should be voted on first. If it is carried, the chairperson puts the resolution as amended to the meeting. If it is defeated the unamended resolution is put. Conclusion While the conduct of meetings is a combination of many talents it is important in order to be an effective chairperson that one be aware of the scope and extent of one's powers and duties.

(m) To d ema nd a poll

Footnotes 1. (1916) ALL ER Rep 856 2. (1884) 26 Ch D 70 3. (1894) 3 Ch 159 4. (1879) 11 Ch D 109 5. (1894) 1 QB 767 6. (1901) 2 KB 75 7. (1916) 2 Ch 325 8. (1840) 12 A&E 139 9. (1897) AC 268 10. Unreported 5 October. 1982

(n) Minutes of the meeting

11. (1953) 1 ALL ER 887 12. (1879)11 Ch D 109 13. (1890)45 Ch D 330 14. (1910) 7 Ch 708 15. (1980) 1 ALL ER 40 16. (1980) 1 WLR 227

* Muiris Ó Ce'idigh is Chie f Executive of the National Milk Agency •

When so signed they are prima

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