# Chairman of the Meeting

## Who is the Chairman?

The Chairman is the person designated or elected to preside over and conduct the proceedings of a meeting. His role is to maintain order, decide procedural issues, and declare results.

## How is the Chairman Determined?

### General Meetings

1. First preference: The person named as Chairman in the AOA (Articles of Association)

2. Default: The Chairman of the Board of Directors presides over general meetings

3. If neither is available → Members elect one from among themselves

### Board Meetings

One among the Board members is elected as Chairman if:
No Chairman is designated beforehand, OR
The designated Chairman is not present within 15 minutes, OR
He is unwilling to act as Chairman, OR
No Director is willing to take up the chair, OR
No Director is present within 15 minutes

## Election of Chairman by Poll

If a poll is demanded on the election of the Chairman, it must be taken forthwith (immediately).

Otherwise, the election is determined by a show of hands.

## Why the Chairman Matters

The Chairman has powers to:

Adjourn the meeting (when quorum lacking or to take a poll)
Decide points of order
Maintain decorum
Use a casting vote (if provided in AOA)
Sign minutes

## Key Takeaway

The "15-minute rule" applies specifically to Board meetings, not general meetings. Forthwith poll on Chairman election is a peculiar rule worth remembering.

Worked example

### Example 1

Example — Election by Poll:

At the AGM of LMN Ltd., members propose Mr. P as Chairman by show of hands. Mr. Q demands a poll on this election. When must the poll be taken?

Solution: The poll on election of Chairman must be taken forthwith (immediately) — not deferred or held after 48 hours as is the case for other matters.

⚠️ Common exam mistakes

Applying the 15-minute waiting rule to general meetings — it strictly applies to Board meetings
Deferring the poll on Chairman election by 48 hours — it must be taken forthwith
Assuming the Chairman of the Board automatically presides regardless of AOA provisions

Bare-Act text Section 104 · Companies Act, 2013 · click to expand

Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a show of hands shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the meeting.

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