Chairman of the meeting

 Chairman of the Meeting

The chairman of the meeting is a person who presides the meeting.The chairman can be explained as "the umpire of debate, the judge of admissibility and the upholder of the decorum."

Section 175(1) states that unless the articles otherwise provide, the members present in person at a meeting shall elect on a show of hands one of their

members to be the chairman. In this context Regulations 50, 51 and 52 of Table

A are relevent.

Regulation 50 : The chairman, if any, of the Board shall preside at every general meeting of the Company.

Regulation 51 : If there is no such chairman, or if he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, the directors present shall elect one of their members to be the chairman of the meeting.

Regulation 52: If at any meeting, no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their members to be the chairman of the meeting.

If a poll is demanded on the election of the chairman, it shall be taker forthwith. The chairman elected on a show of hands shall exercise all the powers of the chairman.

If some other person is elected chairman as a result of the poll, he shall be chairman for the rest of the meeting.

In the case of Narayana Chettiar vs. Kaleeswara Mills, the Madras High Court described the position and powers of a chairman and observed, "If the chairman unjustly and without the consent of the shareholders stops the meeting, it is perfectly within the powers of the meeting to elect another chairman and conduct the remaining unfinished business." Hence, a chairman by himself cannot postpone a meeting.

The chairman must see to it that the proceedings of the meeting are conducted according to the rules, that proper order is maintained at the meeting, that proper opportunity is given to members to express their views.He should see that the voting is fair and the sense of the meeting is properly ascertained on each and every motion. He must act bonafide at all times and in the interest of the company.

The chairman, if the articles provide for it in the case of equality of votes any have a casting vote (Second Vote). If the articles do not make any such provision, the chairman does not have a second or casting vote.

Duties of the Chairman :

(1) The chairman must take care that the minority is not oppressed in any way.

(2) The chairman must give the members who are present a reasonable opportunity to discuss any proposed resolution and it must be ensured that all the views are adequately aired. But at the expiry of a reasonable time, if he thinks fit, he should stop the discussion on any resolution. 

(3) The chairman must see that the meeting is properly convened and constituted, i.e., proper notice was given to every person entitled to attend the meeting and his own appoint heft is in order. It is the chairman who is to see whether a quorum is present before proceeding with the business.

(4) The chairman must conduct the proceedings in accordance with the provisions of the Act, the companies Articles of Association or Table A or in the absence thereof, the common law relating to the meetings.

(5) The chairman should adjourn the meeting when it is impossible, by reason of disorder or other like cause, to conduct the meeting and complete its

business. He must not use this power in a malafide manner.

(6) The chairman must take care that the opinion of the meeting is properly ascertained with regard to the questions before it. He must do so by putting the resolution in a proper form before the members and then declaring the result.

(7) The chairman must keep order in the meeting. He must decide all questions which arise at the meeting and which require decision at the time.

(8) The chairman should exercise his casting vote, if any, provided by the Articles for the benefit of the company. But a Casting Vote has to be given and

cannot be assumed. Chairman has discretion to vote or not to use the casting vote, and in case he decides to use the casting vote, it can be different from his first vote.

The minutes of the meeting should be properly recorded and signed by the first vote.