Conduct Of A Comapny Meeting - The Chairman - Chapter 3 Flashcards
Does the act prescribe a chairman be appointed?
No but it does prescribe that a member be elected to be chairman of a general meeting by a resolution passed at a general meeting. The appointment of chairman usually rests with directors.
What are the chairmans duties?
Put motions to the meeting
Declare the results of voting
Rule on points of order
Generally maintain control of proceedings
What do you do if a chairman is not available at a meeting?
If he does not show within ten minutes of meeting first item is elect a chairman
A) the directors or
B) members if no directors present
Must appoint a chair of the meeting.
The actual chairman do the directors can chair any meeting of the company he wishes.
It is possible that the word member can include a corporate representative who in the act then has the same rights as a member and can vote.
How do you remove a chairman?
For a particular meeting if a no show by electing someone else for that meeting or at a properly called meeting by a vote of no confidence. If some irregularity mus make objection known at once - if about the chairman must vacate the chair foe the required period - minutes must state this
What powers does the chairman have?
ADJOURNMENT
A) must adjourn a meeting if directed to do so by the meeting and may adjourn a general meeting if a quorum is present. If it appears adjournment necessary or for safety
B) if meeting inquorate must adjourn
C) residual power if articles are inappropriate - Byng vs london life 1989 - case where jack was present - London life going through takeover and lots of members disapproved - lots of members turned up and room not big enough - chairman adjourned the meeting and court decided he did have the residual power to do so.
VOTING
Chairman is not given casting vote under 2006 model but is under 1985 articles.
Decision of chairman is final (but not from a law point of view, can be challenged in court)
The chairman among others may demand a poll - if demand is made for a poll can only be withdrawn with chairs consent.
Chairman decides arrangements for a poll - now or a few days later
Describe in detail the general duties of a chairman?
A) satisfy himself that the meeting has been convened properly and is quorate
B) maintain order - if gets out of hand
1) request shareholder concerned disassist from behaviour
2) if shareholder ignores this warn them will be asked to leave
3) request that they leave.. if shareholder refuses..
4) instruct stewards to eject with minimum force
C) guide meeting through the business
D) give reasonable time for expression of different points
E) immediate rulings of points of order
F) ascertain the sense of the meeting by putting each motion to vote in proper order
Explain what is meant by a point of order?
1) If a member finds something that is not conforming to the rules he may call a point of order at any time and without notice.
2) A point of order not open to discussion but chairman may take on others points of view if wished
3) chairmans ruling should be accepted by the meeting and given immediately
4) point of order disposed of after chairmans decision
Points of order could be about:
A) defect in convening the meeting notice or quorum
B) other breach or regulations, motion not seconded if required, member attempting to speak without the right to do so
C) defect in motion or amendment, such as motion beyond the terms of reference for the meeting
D) improper language
How do you set out a dividend resolution?
3 parts
1) in full agenda and minutes you would say
‘A final dividend of 40p per 1 ordinary shaker be and is hereby declared (DECLARATION)
2) and will be paid to all members. (WHO)
3) on the register of the close of business on 1 April 2012 (DATE OF PAYMENT - this date is both declaration date and payment date)
