In a company, if a meeting has been called and agreed upon, who then has the authority to adjourn the said meeting?
Before we dive into the answer, it is important to know the difference between an adjournment and a postponement.
Power to Adjourn
The power to adjourn a meeting typically lies with the chairman of the meeting. Under common law, the chairman has the power to adjourn meetings under certain circumstances. Provisions detailing the adjournment of a meeting are usually set out in the company’s article of association.
Standard article of association for both private and public companies provides that, amongst others, the company’s chairman may adjourn a general meeting at which quorum is present, if:
- members of the meeting consents to an adjournment;
- the chairman perceives an adjournment of the meeting is necessary to protect the safety of any person attending the meeting or to ensure the orderly conduct of the business; or
- if directed so by members of the meeting.
The Law
However, even though the power to adjourn a meeting vests in the hands of the chairman of a meeting, it must be understood that a chairman does not have the power to stop or adjourn a meeting at his own whims and fancy.
The case of Dato’ Mak Kok & Anor v See Keng Leong & 9 Ors [1990] 1 CLJ 71, HC established that the chairman may only adjourn the meeting if the members present so wish, or with the consent of the members present:
“The chairman however possesses an inherent power to adjourn for disorder for such a period as may be reasonably necessary to restore order. He cannot adjourn the meeting sine die. If he does so, the adjournment is not a valid adjournment. See John v. Rees & Ors. [1970] Ch 345.”
The Federal Court in the case of Tan Kah Wich & Ors v Datuk Phua Cheng Leong & ORS [1979] 2 MLJ 259, on the other hand, decided that the right to adjourn a meeting is vested in the assembly itself unless there are particular regulations which vests this power in the chairman.
At this juncture, it can be understood that a chairman only has the power to adjourn a meeting if it is vested upon him under a regulation or the company’s article of association. However, this power is not be absolute as a chairman may only adjourn a meeting if has been consented to by the members.
The Court of Appeal case of Cepatwawasan Group Bhd v Datuk Lo Fui Ming & Ors [2005] 2 MLJ 57 further held that a chairman may also exercise its inherent power to adjourn a meeting without the consent of its members for a reasonable period of time, if it is to maintain the order of the meeting.
This power, however, is not extended in the cases where a chairman has adjourned a meeting without the consent of its members in good faith or when the chairman decided that the meeting was no longer necessary. The inherent power of a chairman is strictly limited to maintaining the order of the meeting.
In the case of National Dwellings Society v. Sykes [1894] Ch 159, it has been observed as below:
“Unquestionably it is the duty of the chairman, and his function, to preserve order, and to take care that the proceedings are conducted in a proper manner, and that the sense of the meeting is properly ascertained with regard to any question which is properly before the meeting. But, in my opinion, the power which has been contended for is not within the scope of the authority of the chairman – namely, to stop the meeting at his own will and pleasure.”
Conclusion
In conclusion, even though the power to adjourn a meeting is usually vested upon the chairman of the meeting, it does not mean that a chairman may adjourn a meeting at his whims and fancy.
The chairman may only adjourn a meeting if the members wish so or consent to the adjournment.
When the members do not consent to the adjournment, the chairman may only adjourn the meeting if there is a disorder during the meeting.
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