Page 36 - The Law of Difficult Meetings

The Law of Difficult Meetings

Section Heading:
Part 7 – Adjournment Flow text to this box for the Header (H)

27. ADJOURNING THE MEETING

The London Life case confirms that the Chairman has very limited inherent power to adjourn notwithstanding the
provisions of the articles. The power is exercisable only when the machinery provided by the articles has broken
down and in order to facilitate the presence of those entitled to debate and vote at a meeting where such debate
and voting is possible.

In the absence of a contrary provision in the articles, the power of adjournment is vested in the meeting itself.
Article 332 of the Public Company Model Articles permits the Chairman to adjourn a general meeting at which a
quorum is present (i) with the consent of the meeting or (ii) if it appears to the Chairman that an adjournment is
necessary to protect the safety of any person attending or to ensure that the business of the meeting is conducted
in an orderly manner. Article 33(3) of the Public Company Model Articles specifies that the Chairman must adjourn
if directed to do so by the meeting. In Salisbury Gold Mining Co. Limited v Hathorn (1897) AC 268, where the articles
provided only that the Chairman could adjourn with the consent of the meeting and did not additionally require
the Chairman to adjourn if so directed by the meeting, it was held that the Chairman was not bound to adjourn
even if the majority of members present wanted him to do so.

The exercise of the inherent power may arise because there is, strictly speaking, no constitutional meeting at all.
This situation occurred in the London Life case because members were not able to fit into the venue. Alternatively,
some emergency may require urgent action necessitating an adjournment whether the meeting wills it or not.
Examples of circumstances where the Chairman’s inherent power may be exercisable are:

A. where there is violence or the threat of violence and urgent steps must be taken to end or avoid it; or

B. where a poll is required and cannot be taken unless there is an adjournment; or

C. where it is impracticable to continue the meeting and for full and frank debate to be held on any resolution
unless the meeting is moved to some other more convenient place; or

D. where someone at the meeting becomes ill and requires urgent medical attention.

Even where the circumstances exist for the exercise of the Chairman’s power to adjourn, it is important to bear in
mind the object of the inherent power referred to above i.e. to facilitate the presence of those entitled to debate
and vote at a meeting where such debate and voting is possible. In London Life, the Chairman reached a decision
to adjourn in good faith when it was clear that the meeting could not be conducted at all, but his decision was

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