Role And Duties Of Chairman Flashcards
What are the general duties of a chairman?
1) Quorate at start and throughout meeting
2) duly convened
3) Put motions to the meeting
4) Declare the results of voting
5) Rule on points of order
6) Generally maintain control of proceedings
7) gain sense of meeting and give opportunity for different points of view
What types of motion are there?
Ordinary and Special
Ordinary resoloution - this is the standard resoloution which should be used unless the law or company’s articles provide otherwise - approved by a simple majority., eg appointment or auditors, increase in authorised share capital.
Special resolution - described as such in the notice, the full text of the resoloution is given in any notice, has to be carried by a majority of 75%. S283. Eg change of co name, voluntary winding up.
A special resoloution can be passed at a general meeting or in the case of a private company by written resoloution
Ordinary resolution with special notice
Rare but usually include removal of a director or audit before their term expires. S312. 28 day notice period.
Does the act require that 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 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The chairman among others may demand a poll - if demand is made for a poll can only be withdrawn with chairs consent.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
What general duties does the chairman have?
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 and giving time for different opinions
G) declare the result of vote
H) demand that a poll be taken
I) declare the result of a vote on a show hands
J) consent to the poll being withdrawn
K) decide the time place and manner of a poll
L) have a casting vote if allowed in the articles
M) the articles of a listed company often give the chairman more extensive powers such as the power to adjourn without members consent
N) if a listed company where proxy votes are used the chair is expected to make a report on the number and use of those votes. The ICSA also recommend that each proxy info for resolutions be placed on the company website so that true shareholders can verify the vote.
Explain what is meant by a point of order?
CONVENING, CONSTITUTION, CONDUCT
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 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 three cases are relevant for this question?
Byng vs london life
Marshall v tinnely 1937 Chairman does have a right to remove a member if behaving disorderly
Lucas v mason 1875 Stewards expelled without Chairman’s permission. chairman not held liable
