Page 12 - The Law of Difficult Meetings

The Law of Difficult Meetings

demanded (see, for example, article 37 of the Model Articles for Public Companies (the “Public Company Model
Articles”), contained in the Companies (Model Articles) Regulations 2008). If, however, a poll is duly demanded on
a proposal to take the business in some other order, this means that the Chairman cannot proceed with the items
of business set out in the notice of meeting, because to do so would frustrate the purpose of the poll.

Business at a meeting can, therefore, be effectively disrupted by troublesome shareholders demanding a poll on the
order of business. The disruption can be particularly marked with larger companies where it may not be possible
to announce the result of the poll immediately, so that the meeting may have to be adjourned. In this instance
electronic poll voting would be very useful as it minimises the practical difficulties and delay in taking the poll.

9. STARTING THE MEETING

If, at the time designated for the meeting to begin, people are still waiting to be admitted to the meeting room, the
question arises as to whether the Chairman should begin the meeting on time or wait until everyone who wants to
attend is inside the hall. Where appropriate, admission procedures for checking the members into a meeting should
be adequate to cope with a large last minute surge. Legally, however, the general rule is that if a quorum is present,
the Chairman should attempt to start the proceedings on time. This general principle needs some qualification
in the light of the general duties of the Chairman requiring him, broadly speaking, to act impartially to enable a
meeting to proceed in an orderly manner. Perhaps the model answer in this situation is that the meeting should
start when all those who are in the queue for admittance at the start time have been admitted to the meeting.

In practice, a delay of this nature may be unattractive and it may be preferable to open the meeting promptly but
to delay proceeding to formal business until the members waiting to be admitted have joined the meeting. In the
case of an AGM, this approach would fit in naturally because the meeting is likely to open with the Chairman’s
statement before proceeding to any resolutions. In contrast, where a general meeting is convened to consider a
single resolution, it may be a little less easy to open the meeting but delay discussion of the resolution until all the
members wishing to attend have been admitted.

10. CHAIRMAN’S DUTIES AND POWERS AT THE MEETING AND HANDLING OF THE MEETING

10.1 Fundamental duties

The Chairman’s duties are owed to the meeting and not to the directors: he acts as Chairman of the meeting, not
as Chairman of the board of directors. He must act impartially and his fundamental duties are to preserve order,
to ensure that the business of the meeting is conducted in a proper and efficient manner and in accordance with
law and the company’s articles, to ensure that all shades of opinion are given a fair hearing as far as practicable,
to accept all legitimate resolutions and amendments and to ascertain the views of the meeting on the questions
under consideration.

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