General meetings are ordinarily conducted by the chairman of the board. If unavailable or unwilling, one director must act as chairman. If none is available or willing, a member must be elected as chairman. Under Table A, a company meeting must have a chairman within 15 minutes of the appointed time. The powers and functions of the chairman, resemble those of a chairman of other assembling bodies.
In National Dwelling Society v. Sykes (1894) after a resolution proposed by the chairman was defeated, he declared the meeting dissolved and left the venue with a few members. The other shareholders elected another chairman and proceeded with the agenda of the meeting. The other chairman and his supporters refused to recognize the validity of the decisions arrived at. However, it was held that the decisions were valid since the chairman had no power to declare the meeting dissolved as he had done. In the words of Chitly J, “It is the duty of the chairman and his function to preserve order and to take care that the proceedings are conducted in a proper manner and the sense of the meeting is properly ascertained with regard to any question which is properly before the meetings:.
Powers and duties of the chairman
1. To determine that the meeting is properly constituted;
2. To determine whether a quorum is present.
3. To inform himself the objects and business of the meeting.
4. To preserve order in the conduct of those present at the meeting.
5. To confine discussion within the scope of the meeting and reasonable limits of time.
6. To determine whether proposed motions and amendments are in order.
7. To formulate for discussion and decision questions moved for consideration of the meeting.
8. To ascertain and ensure that the sense of the meeting is kept by putting relevant questions to the meeting.
9. To make decisions on points of order and other incidental questions and his decisions are prima facie correct.
10. To ensure that minutes of the meeting are kept.
Power of the chairman:
1. To call the meeting to order
2. To determine who to speak and for how long.
3. To adjourn the meeting with consent of members.
4. To close discussion on an issue after reasonable debate.
5. To demand voting by poll.
6. To declare results of any vote by show of hands or by poll.
7. To make decisions on points of order.
8. To close the meeting.
9. To vote again or have a casting vote in the case of a tie.
If the chairman is obstructive, incompetent or partial, he may be removed by a resolution sponsored at the meeting and another person elected chairman.