# Chairman of Meeting [Section 104]
Every meeting needs a presiding officer to maintain order, take decisions on procedural questions, and authenticate the minutes. That person is the Chairman.
## How is the Chairman Chosen?
### Default Rule (No Article Provision)
- Members personally present elect one of themselves as Chairman.
- The election is by a show of hands.
### If Articles Provide Otherwise
The Articles of Association may specify a different method (e.g., the Chairman of the Board automatically chairs general meetings). Section 104 only applies 'unless the articles otherwise provide'.
## What if a Poll is Demanded on the Election?
- The Chairman elected by show of hands continues to chair the meeting until the poll result is declared.
- If the poll elects a different person, that new person becomes Chairman for the rest of the meeting.
- This avoids any leadership vacuum while the poll is being conducted.
## Powers and Duties of Chairman
| Power/Duty | Explanation |
|---|---|
| Manages the meeting | Maintains decorum till conclusion |
| Decides procedural questions | Has prima facie authority on questions arising at the meeting |
| Must be impartial | Strict impartiality is required |
| Executes minutes | Signs the minutes book to authenticate proceedings |
## Casting Vote — A Special Power
A casting vote is a second vote the Chairman may cast only if the regular vote produces an exact tie.
Key conditions:
- Must be expressly conferred by the Articles — it is not automatic.
- Available in both Board meetings AND general meetings (if articles allow).
If Articles are silent:
- An ordinary resolution on which votes are equal is deemed dropped (i.e., not passed).
## Private Company Exemption
Section 104 applies to a private company unless the section specifies otherwise OR the articles of the private company provide otherwise.
Catch: This exemption is lost if the private company has defaulted in filing:
- Financial statements under Section 137, OR
- Annual return under Section 92.