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CA Intermediate · Corporate and Other Laws · Management & Administration

Sundaram Textiles Ltd, an unlisted public company, holds its annual general meeting. The Articles are silent on the chairman of the meeting, and no director has been elected as chairman by the members present. Members present on the day elect one of themselves, Mr Raman, by show of hands to preside over the meeting. What is the legal position?

The election is valid. When the Articles are silent on who chairs a general meeting, the members personally present may elect one of themselves as chairman by show of hands. No special resolution, postal ballot or Registrar appointment is required for this.

  1. AThe election is valid because, where the Articles are silent, members personally present may elect one of themselves to be chairmanCorrect
  2. BThe election is invalid because only a director can ever chair a general meeting
  3. CThe election is invalid because the Registrar must appoint the chairman
  4. DThe election is valid only if the members pass a special resolution by postal ballot

Explanation

Where the Articles do not provide for a chairman, or the chairman or directors are not present, members personally present at the meeting elect one of themselves to be chairman on a show of hands. No special resolution, Registrar involvement or directors-only rule applies. Hence the election of Mr Raman is valid.

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