What are the powers and duties of a chairman of a company ?

The chairman of a general meeting is responsible for conducting the business at the meeting successfully. He has prima facie authority to decide all incidental questions which arise at the meeting and require immediate decision. The chairman is not merely a dummy head but has a discretion with regard to general conduct of the meet­ing (Wall vs Exchange Investment Corporation). In order that he may properly perform his duties, the chairman is invested by law or the articles with certain powers.


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Powers of chairman :

His main powers are as follows:

1. To regulate the course of the proceedings at the meeting.


2. To decide who shall first address the meeting when simultane­ously two or more persons, rise to speak.

3. To decide points of order submitted to him.

4. To stop the speaker when his allotted time is over.

5. To get disorderly persons removed from the meeting.


6. To check irrelevant and personal reference during the course of debate.

7. To declare result of voting by show of hands which shall be conclusive evidence of the fact, unless a poll is demanded (Sec. 178).

8. To have a recount if he is uncertain who had voted for or against the motion.

9. To order and take a ‘poll’ (Sec. 179).


10. To regulate the manner in which poll shall be taken (Sec. 185).

11 . To appoint scrutinizer for checking the votes on a poll,

12. To remove a scrutinizer any time before the result of the poll is declared and to fill the vacancy so caused.

13. To decide the fact of the motion by the exercise of casting vote, if the articles permit, in cases where the members are equally divided.

14. To exclude certain matters from the minutes of the proceeding of the meeting if he is of the opinion that the matter (i) is defamatory of any person, or (ii) is irrelevant, or (iii) is detrimental to the interests of the company (Sec. 193)

Duties of Chairman :

The Chairman is responsible for conducting the proceedings of the meeting in a regular manner, expeditiously and properly. His main duties are:

1. To see that the meeting is properly convened and constituted. In other words he must find out that a proper notice has been issued, that his own appointment is valid and that the required quorum is present.

2. To take care that the requirements of the Act and Articles of Association are duly complied with.

3. To preserve order at the meeting.

4. To see that the items of business are taken in the order set out in the Agenda paper, unless the order is altered with the consent of the meeting.

5. To see that every motion is property proposed and duly seconded.

6. To decide questions of procedure requiring decision.

7. To act impartially in the general interests of those present at the meeting. All members entitled to speak must be given proper oppor­tunity to express their views.

8. To ensure that the sense of the meeting is properly ascertained with regard to any question before the meeting.

9. To accede to a proper and valid demand for ‘poll’ and also to direct the manner in which the poll is to be taken.

10. To declare result of voting, by show of hands and by poll.

11. To declare the meeting closed when all the business has been transacted.

12. To see that proper and correct minutes are entered in the Minutes Book and of sign them.

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