(1) QUORUM(2) CHAIRMAN

PROPERLY CONSTITUTED:

QUORUM

LEARNING OBJECTIVES:

1.DEFINITION

2. CASUAL MEETING

3. ABSENCE OF QUORUM

DEFINITION OF QUORUM

• ‘ the minimum number of persons entitled to be present at the meeting which the regulations require to be present in order that the business of the meeting may be validly transacted’.

CASUAL MEETING

• Casual meeting of sufficient members to constitute a quorum does not constitute a valid meeting

• Fails because proper notice of the meeting must be given to all persons entitled to attend it

• Barron v Potter (1914) “Where there are only 2 persons on a board of directors, their

casual meeting goes does not constitute a valid meeting, if either of them objects”

ABSENCE OF QUORUM

• Failure to muster a quorum- if the prescribed quorum is not present when the meeting is due to start, the meeting should be formally adjourned because there is not meeting

• Failure to maintain a quorum- any business transacted at a meeting while a quorum is not present is invalid: Re Romford Canal Co. (1883)

• Incompetent quorum- only persons competent to take part in the business of a meeting constitute a quorum; must be a ‘disinterested quorum’: Yuill v Greymouth Point Elizabeth Railway Co. (1904)

EFFECT OF ABSENCE OF QUORUM

THE MEETING IS INVALID BUSINESS TRANSACTED (RESOLUTION PASSED)

IS INVALID: Re Romford Canal Co.(1883)

Exceptions where the irregularity principle applies.County of Gloucester Bank v Rudry Merthyr Steam and House Coal Colliery Co Ltd (1895)

Section 355(3) CA- The court has power to validate the proceeding at a meeting despite of the absence/lack of quorum provided that where no substantial injustice has been caused

CHAIRMAN

CHAIRMAN

LEARNING OBJECTIVES:• Roles• Appointment• Duration• Qualification• Qualities• Duties• Power• Removal• RULES GOVERNING CHAIRMAN IN A

MEETING

Role of Chairman

The basic role of the chairman is to preside at the meeting and to control the conduct of the meeting to enable those present to fulfil the function and purpose of the meeting in an orderly manner and lawful (Colorado Constructions Pty Ltd v Platus 1966)

The chairman should be properly appointed. • By Article of Association

Art.49, Table A Chairman for Shareholder Meeting; Art. 85, Table A (Directors Meeting and Committee Meeting)

• Companies Act 1965If the articles do not provide for the appointment of chairman of a general meeting, any members elected by members present may be the chairman of the meeting – s147(1)(b).

• Committee, council etc – regulations• No specific rules- by a majority of vote of

those present

Appointment

Duration of appointment will depends upon regulations that governs the meeting:

- One particular meeting- One year- Even for life

Duration

1. Possess adequate knowledge of meeting procedures (Qualification)

2. Personality- ability to command respect of the meeting

3. Impartiality- possess a sense of fairness, and make his decision with strict impartiality

4. Strength of character- be courteous and have the strength of character to be firm when ruling on points of order

5. Resourcefulness- make quick decision, deal with quarrelsome members and answer awkward questions

5. Ability to maintain discipline - set a good example by his own punctual and regular attendance and by his own sense of orderline

6. Clarity of speech- be able to announce clearly the decision of the meeting and less talking.

Qualification & Qualities

1) Notice2) Constitution3) Conduct4) Preservation of order - To order the removal of disorderly persons.5) Order of business - deal with the business in the order in which it is

set out in the agenda paper.6) Discussion - a duty to ensure that reasonable time is given for

discussion. However:

• he must restraint irrelevant discussion.• he must not allow discussion unless there is a motion before

the meeting.• he must give equal opportunity to those who wish to speak.

7) Sense of meeting is properly ascertained with regard to any question which is put properly before the meeting (National

Dwelling Society v Sykes)

Duties

Chairman derives his power principally from the rules which governs the meeting:-

1. To maintain order

2. To decide points of order

3. To use casting vote

4. To order the removal of disorderly persons

5. To adjourn the meeting

Power

Removal of chairman – this will normally be controlled by the regulations of the body concerned. By members- a chairman who has been elected

by the meeting can be removed by the meeting By appointer. By BOD.

Removal

End of presentation