The chairman of a general meeting is
responsible for conducting the business at the meeting successfully. He has
prima facie authority to decide all incidental questions which arise at the
meeting and require immediate decision. The chairman is not merely a dummy head
but has a discretion with regard to general conduct of the meeting (Wall vs
Exchange Investment Corporation). In order that he may properly perform his
duties, the chairman is invested by law or the articles with certain powers.
POWERS OF CHAIRMAN :
His main powers are as follows:
1. To regulate the course of the
proceedings at the meeting.
2. To decide who shall first address
the meeting when simultaneously two or more persons, rise to speak.
3. To decide points of order submitted
to him.
4. To stop the speaker when his
allotted time is over.
5. To get disorderly persons removed
from the meeting.
6. To check irrelevant and personal
reference during the course of debate.
7. To declare result of voting by
show of hands which shall be conclusive evidence of the fact, unless a poll is
demanded (Sec. 178).
8. To have a recount if he is
uncertain who had voted for or against the motion.
9. To order and take a 'poll' (Sec.
179).
10. To regulate the manner in which
poll shall be taken (Sec. 185).
11 . To appoint scrutinizer for
checking the votes on a poll,
12. To remove a scrutinizer any time
before the result of the poll is declared and to fill the vacancy so caused.
13. To decide the fact of the motion
by the exercise of casting vote, if the articles permit, in cases where the
members are equally divided.
14. To exclude certain matters from
the minutes of the proceeding of the meeting if he is of the opinion that the
matter (i) is defamatory of any person, or (ii) is irrelevant, or (iii) is
detrimental to the interests of the company (Sec. 193)
Duties of Chairman :
The Chairman is responsible for
conducting the proceedings of the meeting in a regular manner, expeditiously
and properly. His main duties are:
1. To see that the meeting is properly
convened and constituted. In other words he must find out that a proper
notice has been issued, that his own appointment is valid and that the required
quorum is present.
2. To take care that the
requirements of the Act and Articles of Association are duly complied with.
3. To preserve order at the meeting.
4. To see that the items of business
are taken in the order set out in the Agenda paper, unless the order is altered
with the consent of the meeting.
5. To see that every motion is
property proposed and duly seconded.
6. To decide questions of procedure
requiring decision.
7. To act impartially in the general
interests of those present at the meeting. All members entitled to speak must
be given proper opportunity to express their views.
8. To ensure that the sense of the
meeting is properly ascertained with regard to any question before the meeting.
9. To accede to a proper and valid
demand for 'poll' and also to direct the manner in which the poll is to be
taken.
10. To declare result of voting, by
show of hands and by poll.
11. To declare the meeting closed
when all the business has been transacted.
12. To see that proper and correct
minutes are entered in the Minutes Book and of sign them.
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