Quorum. 
Chairman. 
134 
SECRETARIAL PRACTICE 
any reasonable expenses incurred by them by reason of 
the default of the directors in convening the meeting and 
any sum so repaid to the requisitionists must be charged 
against the remuneration of the directors in default. 
The matter of notices is dealt with at length in Chapter XI. 
On the day of the meeting, it is necessary to see that the 
proceedings are validly carried through. The first point is to 
ascertain that a quorum is present. The quorum is prac- 
tically always determined by the articles and needs little 
further comment. In the absence of any other provision in the 
articles, three members (or in the case of a private company, 
two members) constitute a quorum [s. 115 (1) (d)]. The want 
of a quorum invalidates a meeting [Cambrian Peat Co. (1875), 
31 L.T. 773]. The representative of a company, authorised 
under s. 116 of the Act to vote on its behalf, may be reckoned 
in the quorum [Kelantan Coco Nut Estates (1920), W. N.274]. 
The chair must be filled in accordance with the articles. 
The articles usually provide that the chairman of the board 
shall be chairman at general meetings; failing this, the meeting 
elects a chairman from among the directors, or, failing them, 
from among the members present. In default of, and subject 
to, any regulations in the articles, any person elected by the 
members present may take the chair [s. 115 (1) (€)]. 
The duties of a chairman are to preserve order, to conduct 
proceedings regularly, and to take care that the sense of the 
meeting is properly ascertained with regard to any question 
before it [National Dwellings Society v. Sykes (1894), 3 Ch. 
159]. If the chairman improperly refuses to put an amend- 
ment, the resolution carried will be invalidated [Henderson v. 
Bank of Australasia (1890), 45 Ch. D. 330]. When the 
views of the minority have been heard, the chairman may 
move the closure; and if the motion is carried by the meeting, 
he may declare the discussion closed and put the question 
to the vote [Wall v. London and Northern Assets Corporation 
1898), 2 Ch. 469]. 
In due course a resolution will be put to the meeting (see, 
as to resolutions, Chapter XIV) and the voting taken by a 
show of hands. On a show of hands the principle of ‘one 
man, one vote’ obtains, but by the terms of s. 117 no one may 
vote who is not a member of the company and no member 
may vote who is by the company’s regulations not entitled to 
vote. S. 117 is only applicable to special and extraordinary 
resolutions, but the principle is equally made applicable to 
ordinary resolutions by the articles of practically all com- 
panies, though in certain cases provisions are inserted enabling