1.0 PLANNING OF MEETING
According to Yap (2001), meeting is described as the coming together of more than 2 people to lawfully discuss matters that are lawful. Since every meeting is subject to the law, the conducts of the people are to be regulated by rules that go beyond those that would affect the members of the assembly in his separate and also individual capacity.
There are different types of meetings that a company can have. One of it is the Annual General Meeting (AGM). S. 340 (1) Company Act 2016 provides that only a public company is required to have an AGM and in every calendar year.
Another type of meeting is the Meeting of Members. This type of meeting is convened to raise important questions about other general meetings that are held in a company. However, it does not legalize the proceedings or the meeting itself.
S. 316 (1) Company Act 2016 provides that any meeting of a private company to pass resolution other than special resolution shall be given at least 14 days of notice or longer, subject to the constitution. In S. 316 (2) Company Act 2016, it is the same as the private company’s meeting. However, in the case of AGM, the notice shall be at least 21 days. Special resolution, on the other hand, shall be given notice not less than 21 days and also passed by a majority of not less than 75 per centum of the members.
The notice of the meeting shall include the place, date and time of the meeting, and also the general nature of the business of the meeting, under S. 317 (1) Company Act 2016. There may also be variation of the notice of meeting. S. 316 (3) provides that notice of an AGM may be shorter provided that all the members that are entitled to attend and vote at the meeting agree to it.
Yap (2001) states that the minimum number of persons entitled to attend a meeting to constitute a valid meeting is known as the quorum. The number needed to form a quorum for meeting is usually provided in the constitution.
S. 328 (4) Company Act 2016 provides that unless a quorum is present at the time the meeting is convened, no business shall be transacted. In S. 328 (5), the meeting will have to be either dissolved or adjourned if no quorum is present within 30 minutes after the appointed time.
Hence, if a chairman wishes to convene a meeting, he will have to decide the type of meeting that he wants to convene because different meetings discuss different matters. Apart from that, he will also have to decide what kind of resolution that they want to pass. For example, at least 14 days for ordinary resolution and 21 days for special resolution. The chairman is also required to include the place, time and date for the meeting. Last but not least, the quorum must be present otherwise the meeting will not be able to convene.
2.0 FUNCTION OF CHAIRMAN
i. The chairman should ensure the order of the meeting to be preserved.
The chairman is responsible to carrying on his duties and exercises his authority with fairness and impartially to the members –Dickason v Edwards case. This can lead to the chairman should give the opportunity to speak for every members. Generally, the chairman cannot prohibit any one member to speak even the members belonging to the minority group.
Furthermore, the chairman’s need to regulate of a debate where there is a power for chairman to close a debate on a matter, the chairman can either to accept or reject the proposal. If the chairman fulfil that both sides have been heard then the chairman has discretion could act on the proposal – Re Direct Acceptance Corp Ltd case
ii. To see that the proceedings of meeting are conducted properly – Carruth v ICI Ltd Case.
The chairman needs to ensure that the minimum of voting members has been presented at a meeting or the quorum must be present. It is because, if the quorum does not present within half an hour as a result that the chairman is either the meeting would be postpone or cancel.
The chairman should confines discussion within the scope of the meeting which he or she has the duty to ensure the members does not discuss or suggest of amendments or any matter which is not related to the scope of the meeting.
The chairman should inform the members within reasonable limits of time. For example, if the meeting is to pass special resolution, the chairman should give 21 days’ notice to the members. If the chairman does not meet the requirement, the members can challenge the validity of the meeting.
iii. To ascertain the sense of meeting properly
In the event of resolution, a chairman shall ascertain the sense of meeting by putting some relevant questions to the meeting and taking a vote, i.e. casting vote. The chairman shall exercise his casting vote which is the extra vote if there is an equal voting result among the members. After the voting process, the chairman shall declare the results. The chairman also has to decide which method of voting will be carried out such as voting on a show of hand, on a poll or on a written resolution.
The chairman shall consider some issues during or before the meeting in order to make a wise decision. He shall consider that the proxies in the possessions of voting, every member who attends the meeting has an opportunity to express their views, the quorum would not be present if he do not count on the proxies, etc. The chairman must ascertain the sense of the meeting before the meeting is conducted.
iv. To decide whether the proposed motions and amendments are in order.
In so doing the chairman is also required to formulate for discussion and decision questions which have been moved for the consideration of the meeting, the deciding point of order and other incidental matters which require decision at the time.
3.0 ROLE OF CHAIRMAN
i. To conduct the smooth running and effective of meetings.
Chairman shall manage the time for the discussion of issues among members. During the discussion, the chairman shall ensure every member has opportunity to express their own point of view. Also, chairman should ensure the communication between the members is conducted smoothly. The chairman shall also avoid any conflict happens during the debate or discussion (DIYcommitteeguide, 2017).
ii. To outline the purpose or agenda of the meeting.
The chairman must ensure that every issue is being discussed orderly and mannerly in the meeting. The chairman shall brief the issues before they are being discussed so that the members can have a brief idea on what they are going to express. After the discussion, the chairman shall brief the conclusion on the mattes that have been discussed so that the members can vote on right decision (HKEX, 2017).
iii. To lead the meeting properly
Chairman should lead the meeting properly in order to make the discussion of issues successfully. Chairman shall lead the board to achieve the objective and purpose of the meeting and the board decisions represent the best interest to company. Chairman has to make essential decisions when emergency and helping board to handle difficult situations (HKEX, 2017).
iv. To exercise casting vote
Chairman may have the casting vote which also called “second vote”. Chairman can vote in the situation of event of a tie which mean vote is taken in a meeting but equality of votes happens. Chairman only can cast a vote when the company constitution allows to vote. But usually an organization allow their chairman to casting vote because chairman also a member of organization, so they will cast vote for best interest to organization. However, chairman can cast a vote only if all the members of board has already cast their vote (David Price, 2017).
4.0 POWER OF CHAIRMAN
i. The power to adjourn the meeting.
In a meeting, the chairman has the power to adjourn a meeting. This must be exercised in good faith, in order to cool down the temper of participants, or when spend much time in meeting and the participants seem to be tired or when adjournment is demanded by members themselves (Jain, 2017).If carried out adjournment, should not be longer than necessary.
ii. To exercise cast vote
Casting votes are also called “second votes”. (David Price, 2017) Chairman is normally is a member of the organization and also has the right to cast his deliberative votes. Sometimes a chairman does not exercise even his deliberative votes to be totally impartial. But, in additional, sometimes chairman may have right of “casting vote”. That means has the power to exercise casting vote when occasion arises such as occur when a vote is taken in a meeting and there is an equal number of votes in favor as there is against.
iii. The power to expulsion the troublemaker in the meeting
If any particular participants is the troublemaker or intruder and have behave want to disturb the meeting and refuse to obey the orders or rulings of the chairman, the chairman have the power to remove him or her out of the meeting place (Jain, 2017). The chairman will not allow anyone to use any unparliamentarily words during the meeting. Therefore, the chairman have the right to require the troublemaker to leave the meeting. If the troublemaker refuse to leave, the chairman can remove him by minimum force such as call the securities to remove the troublemaker.
iv. The power to decide points of order submitted to the chairman
The participants may suggest ‘points of order’ or objections to the other speakers that approve they are irrelevant, false, and malicious or out of the scope of the meetings (Kumar, 2017). The power of the chairman is to allow or disallow such point of order. However, if the chairman had decided his ruling, it will not be able to change of that decisions which decided by the chairman. Besides, the chairman may consult with other senior members who are present before making his decision.