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.

(m) To d ema nd a poll

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

soon as practicable in all the

circumstances:

Jackson

-v-

Hamlyn."

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).

(n) Minutes of the meeting

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.

When so signed they are

prima

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.

RESOLUTIONS

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.'

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

. 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.

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

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.

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

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

•