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GAZETTE
MARCH 1996
Chairing Company Meetings - Powers
and Duties
by Muiris Ó Céidigh BA, LL.B.,
MBA, Solicitor*
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.
Appointment
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.
Deputy chairperson
A deputy chairperson will preside in
the absence of the elected chairperson.
A regular deputy chairperson is often
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.
No contract is created by the
appo i n tment
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
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.
Duration of appo i n tment
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.
Resignation
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
Duties
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:
(a) Notice of the meeting
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
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