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GAZETTE
MARCH 1996
service will often be set out in the
rules governing the meeting.
(b) Appointment and quo r um
He must ensure that the meeting is
properly constituted, i.e.
(i) that his own appointment is in
order; and
(ii) that a quorum is present. (It is
of particular importance that
he be familiar with who are
eligible to form part of a
quorum. He may or may
not be eligible to be counted
for the purposes of the
quorum).
(c) The Conduct of the Meeting
During the course of the meeting,
he must ensure that matters
proceed strictly in accordance with
the rules which govern the
meeting. In this regard he may be
open to requests to ensure
compliance with such rules where
this is not occurring.
(d) Preservation of O r d er
He has a duty to preserve order.
For this purpose he may have
power to order the withdrawal of
offenders. However, the exercise
of this power must not relate to the
mere strong expression of points
of view but must relate to the
impeding of the proper conduct of
the meeting.
(e) Agenda
He must ensure that business is
dealt with in the order set out in
the agenda paper - unless the
meeting consents to a variation of
the order. He may decide points of
order and other incidental matters,
which require decisions at the
time:
Re Indian Zoedove Cor.
( 0 Discussion
He has a duty to allow reasonable
time for discussion; on the other
hand;
(i) he must restrain irrelevant
discussion,
(ii) he must allow no discussion
unless it relates to matters
before the meeting.
(iii) he must give equal
opportunity to those who wish
to speak. Those in the
minority must be allowed to
express their views on the
subject under discussion.
(g) Sense of the Meeting
He must ensure that the 'sense of
the meeting' is properly
ascertained with regard to any
question which is properly before
the meeting:
National Dwellings
Society -v- Sykes?
for example, by
putting motions and amendments
to the meeting in proper form.
(h) Voting Procedure
Unless the Articles of a company
provide otherwise, all questions
arising at the meeting must be
decided in the first place by a show
of hands:
Re: Horbury Bridge Coal
Iron & Waggon Co?.
It is the
chairperson's duty to count the
hands and he must in doing so
disregard non-members and
members without voting rights.
Powers
The powers of a chairperson are
derived from the express rules and
from common law. They may be
summarised as follows:
(i) Maintenance of Or d er
To this end he must use his
discretion in dealing with
emergencies as they arise.
(j) Casting Vote
To use a casting vote there is an
equality of votes. It is important to
note that the chairperson has
no
casting vote at common law:
Nell
-v- Longbottoni\
therefore no such
vote arises where it is not provided
for in the rules governing a
meeting. It is to be noted however,
that Articles of Association of a
private company usually provide
for such a vote in relation to
company meetings.
The chairperson, if he has a
casting vote, has a power to use it
but not a duty. He may, therefore,
refrain from using it. If he does
use it, he may vote the same way
as his final vote or he may cast it
differently.
Using the Casting Vote
Contingency
A chairperson can use his casting
vote contingently. Thus, if there is
a dispute as to whether or not a
particular director was entitled to
vote and a tie might arise
depending upon the validity of the
disputed vote, the chairperson may
indicate that if on investigation it
emerges that there was a tie, his
casting vote would be cast in a
particular way.
In
Bland - v- Buchanan
\ the
validity of a town councillor's
vote was challenged and the
Mayor cast a contingent vote
which was to come into operation
if it later appeared that there had
been an equality of votes.
(k) Deciding points of order as they
arise, and to give and maintain his
rulings on any points of procedure.
(1) Ad j ou r nme nt and the wishes of
the meeting
Unless the rules give him express
power to adjourn in specified
cases, the chairperson derives his
power of adjournment from the
meeting. If he were to adjourn
without the consent of the
meeting, another chairperson may
be appointed by the meeting and
business resumed, see
National
Dwellings Society
-v-
Svkes
(1894), Cateshy -v- Burnett?
The only case in which a
chairperson appears to have the
power to adjourn on his own
authority at common law arises
when a meeting is adjourned for
the express purpose of taking a
poll:
R -v- D'Oylv?
Where
Article 58 of Table A
is
applicable, he may only adjourn
with the consent of a meeting at
which a quorum is present and
must adjourn if directed to do so
by the meeting.
Where the Articles provide that
the chairperson 'may' adjourn the
meeting, this gives him a
discretion as to whether he will
adjourn or not.
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