The Gazette 1996

GAZETTE

MARCH 1996

service will often be set out in the rules governing the meeting.

(iii) he must give equal

Using the Casting Vote Contingency

opportunity to those who wish to speak. Those in the minority must be allowed to express their views on the subject under discussion. He must ensure that the 'sense of the meeting' is properly ascertained with regard to any question which is properly before the meeting: National Dwellings Society -v- Sykes? for example, by putting motions and amendments to the meeting in proper form. Unless the Articles of a company provide otherwise, all questions arising at the meeting must be decided in the first place by a show of hands: Re: Horbury Bridge Coal Iron & Waggon Co?. It is the chairperson's duty to count the hands and he must in doing so disregard non-members and members without voting rights. Powers The powers of a chairperson are derived from the express rules and from common law. They may be summarised as follows: To use a casting vote there is an equality of votes. It is important to note that the chairperson has no casting vote at common law: Nell -v- Longbottoni\ therefore no such vote arises where it is not provided for in the rules governing a meeting. It is to be noted however, that Articles of Association of a private company usually provide for such a vote in relation to company meetings. The chairperson, if he has a casting vote, has a power to use it but not a duty. He may, therefore, refrain from using it. If he does use it, he may vote the same way as his final vote or he may cast it differently. To this end he must use his discretion in dealing with emergencies as they arise.

(b) Appointment and quo r um

A chairperson can use his casting vote contingently. Thus, if there is a dispute as to whether or not a particular director was entitled to vote and a tie might arise depending upon the validity of the disputed vote, the chairperson may indicate that if on investigation it emerges that there was a tie, his casting vote would be cast in a particular way. In Bland - v- Buchanan \ the validity of a town councillor's vote was challenged and the Mayor cast a contingent vote which was to come into operation if it later appeared that there had been an equality of votes. (k) Deciding points of order as they arise, and to give and maintain his rulings on any points of procedure. (1) Ad j ou r nme nt and the wishes of the meeting Unless the rules give him express power to adjourn in specified cases, the chairperson derives his power of adjournment from the meeting. If he were to adjourn without the consent of the meeting, another chairperson may be appointed by the meeting and business resumed, see National The only case in which a chairperson appears to have the power to adjourn on his own authority at common law arises when a meeting is adjourned for the express purpose of taking a poll: R -v- D'Oylv? Where Article 58 of Table A is applicable, he may only adjourn with the consent of a meeting at which a quorum is present and must adjourn if directed to do so by the meeting. Where the Articles provide that the chairperson 'may' adjourn the meeting, this gives him a discretion as to whether he will adjourn or not. Dwellings Society -v- Svkes (1894), Cateshy -v- Burnett?

He must ensure that the meeting is properly constituted, i.e.

(i) that his own appointment is in order; and

(g) Sense of the Meeting

(ii) that a quorum is present. (It is of particular importance that he be familiar with who are

eligible to form part of a quorum. He may or may not be eligible to be counted for the purposes of the quorum).

(h) Voting Procedure

(c) The Conduct of the Meeting

During the course of the meeting, he must ensure that matters proceed strictly in accordance with the rules which govern the meeting. In this regard he may be open to requests to ensure compliance with such rules where this is not occurring. He has a duty to preserve order. For this purpose he may have power to order the withdrawal of offenders. However, the exercise of this power must not relate to the mere strong expression of points of view but must relate to the impeding of the proper conduct of the meeting. He must ensure that business is dealt with in the order set out in the agenda paper - unless the meeting consents to a variation of the order. He may decide points of order and other incidental matters, which require decisions at the time: Re Indian Zoedove Cor.

(d) Preservation of O r d er

(i) Maintenance of Or d er

(e) Agenda

(j) Casting Vote

( 0 Discussion

He has a duty to allow reasonable time for discussion; on the other hand;

(i) he must restrain irrelevant discussion,

(ii) he must allow no discussion unless it relates to matters before the meeting.

73