ADJOURNMENT OF MEETINGS:

What Does It Mean to Adjourn a Meeting?

The term "adjourn" comes from the Latin words Ad (to) and Diurnus (daily). Although many
people use the term interchangeably with calling an end to a meeting, "adjourn" actually means
moving a meeting, or an agenda item, to another day.

Adjournment means suspending a meeting after it has been duly commenced either indefinitely
or so that it may be resumed at a future time and/or place fixed in that meeting or as decided
later on.

A meeting may be adjourned automatically for want of a quorum or, where a quorum is present,
either at the direction of the meeting or at the instance of the chairman.

Adjourning a meeting, concluding a meeting and postponing a meeting are different concepts.

To conclude a meeting is to bring a meeting to an end or to deem a meeting terminated once all
the business on the agenda has been transacted, while to postpone means to defer or put off the
meeting to a later time. A meeting is typically postponed before it has been actually held (by
contrast, for valid adjournment, the holding of the original meeting at its scheduled time is
necessary). Absent an express provision in the bye-laws, it is not possible to postpone or
abandon a meeting once notice has been circulated.

The bye-laws of a company may contain provisions outlining the circumstances when a chairman
may adjourn a meeting, failing which the power to adjourn is vested in the meeting.

Under common law, a meeting is deemed to have the power to adjourn itself. Additionally, the
chairman of a meeting has residual authority to adjourn a meeting if circumstances require.

The chairman's common law authority is a fiduciary one and must be exercised reasonably and
for a legitimate purpose connected with the proper transaction of the business (and not merely to
prevent the meeting from reaching a decision that he does not favour).

The chairman must take into account: whether the delay would benefit or prejudice the members,
the expense of the adjournment and the likelihood of the vote at the adjourned meeting producing
a different result.

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The chairman must adjourn the meeting:

 In absence of a quorum (the bye-laws usually allow the chairman to delay the start of the
meeting for a short period of time if a quorum is not present); or
 If requested to do so by the meeting.

Further, the chairman may adjourn the meeting:

 In accordance with the provisions of the bye-laws.

 With the consent of the meeting by way of resolution.

 On his own authority if, in the chairman's opinion, it is not practical to get the consent of
the meeting but it appears necessary to him to adjourn to facilitate the business of the
meeting (e.g. the venue is not appropriate or unsafe); or

 On his own authority, if, in the chairman's opinion, it is necessary to facilitate orderly
conduct of the meeting (the adjournment should only be for such period necessary to
restore order).

Subject to the bye-laws, a meeting may be adjourned indefinitely (sine die) or to a date, time and
place:

 As set out in the bye-laws.

 As fixed in the meeting; or

 To be subsequently determined by the board of directors of the company.

As a general rule, and subject to any contrary provisions in the bye-laws of the company, where
notice of the original meeting had been properly given, there is no necessity for notice of its bona
fide adjournment.

An adjourned meeting is merely the continuance of the original meeting and a fresh notice of the
adjourned meeting is not therefore necessary unless the bye-laws require such a notice to be
given (for instance, some bye-laws require notice of the adjourned meeting to be given when
there is a long delay between the original meeting and the adjourned meeting).

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However, in the case of an adjournment sine die (ie without appointing a day for a further
meeting) fresh notice is necessary. Clearly the date and time of the adjourned meeting will need
to be communicated to members and the notice provisions of the bye-laws must be followed.

As an adjourned meeting is a continuation of the original meeting, all procedural requirements

must be complied with at the adjourned meeting for it to be valid, including:

 All shareholders are entitled to attend the adjourned meeting (even if they were not
present at the original meeting).
 The same quorum will be required for the adjourned meeting as for the original meeting. If
no quorum is present at the adjourned meeting, the bye-laws usually provide that the
meeting will be dissolved.

 Unless duly amended and/or revoked and subject to any contrary provision in the proxy,
proxies received with respect to the original meeting remain valid.

 No business shall be transacted at an adjourned meeting other than business that might
properly have been transacted at the original meeting had the adjournment not taken
place. In short, the meeting shall only consider business left uncompleted by the original
meeting. If new business outside the scope of the original meeting is to be considered,
fresh notice would be required; and

 Any resolution passed at the adjourned meeting is deemed to have been passed at the
date of the adjourned meeting

MOTIONS IN GENERAL MEETINGS

Meaning of Motion:

A motion is a topic or subject proposed as a basis of discussion. Since a member at a meeting

formally introduces or moves a subject for discussion it is called a motion. With the permission of
the chairman a motion is moved by an individual. He ‘secures the floor’, addresses the chairman
and makes a short speech in support of the motion.

Immediately after that another member stands up and ‘seconds’ it. A motion when seconded is
called a proposal and it is before the meeting. If no one seconds a motion, it ‘falls to the ground’
and no discussion takes place on it. A formal motion like ‘point of order’ or a motion by the
chairman does not require seconding.

Rules Regarding Motion:

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(1) Only one ‘motion can be moved at a time.

(2) A motion should preferably be placed in writing, signed by the mover.

(3) The wording must be properly made so that it can be converted into a resolution in proper
form. Generally the help of the secretary is sought in this respect as he is an expert in this line.

(4) Usually the language of a motion is ‘affirmative’ i.e. an intention to do something. Some formal
motions may be ‘negative’ .

(5) The language shall be clear and unambiguous (no double meaning).

(6) It shall be within the powers of the body that is holding the meeting.

(7) It shall be within the scope of the notice.

Consequences of a Motion:

Once a motion is moved and seconded the following events will happen:

(1) Discussion on the topic will start- The members or the participants, intending to speak (a
proxy cannot speak) on it either in favour or against, will take permission of the chairman or
speak.

(2) Amendments or alterations may be suggested by some others. Amendment of an amendment

may be suggested.

(3) After a discussion for a long time, the chairman may order or the members may ask for
closure.

(4) Voting on the proposal shall take place. If any amendment is suggested then the amendment
shall be put to vote first. If the amendment is passed then the original motion as altered shall be
put to vote. If the amendment is lost then the original motion shall be put to vote. The motion, with
or without amendment, if passed, then there is a resolution.

(5) A motion, which is before the meeting, may be withdrawn by the proposer before it has been
voted upon provided the secondary also agrees it to withdraw it.

(6) Once a motion passed into a resolution may be reconsidered if a large number of participants
want to reconsider it after their second thought and the chairman permits.

Types of Motions:

Motions are of different types.

The classification is on the basis of importance and procedure of moving. They are:

(1) Primary Motion:

It means a motion related to some important function of the organisation. For example, a motion
on the section of an individual as director of a company. It is also known as the original motion.
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(2) Secondary Motion:

It means a motion related to some amendment of a motion. Sometimes some words are added
as addendum to a primary motion or a rider is added as a further action.

(3) Substantive Motion:

When a proposed amendment to a motion is voted upon and passed, then the original motion
has to be altered before it is put to vote. A motion, when amended, is called a substantive motion.

(4) Formal Motions:

Discussions at a meeting may be interrupted by raising various kinds of formal or dilatory

motions.

The purposes for such motions are:

(1) To raise any objection against somebody’s speech.

(2) To hasten the decision by shortening discussion.

(3) To kill time so that decision is delayed.

Different kinds of formal motions are discussed below:

(A) Point of Order:

It is a motion meant for expressing objection or complaint by a member against the speech made
by; another. A member cannot raise a ‘point of order’ because he disagrees with the speaker or
chairman ordinarily but raise it on any justified reason

Any member may raise a point of order by drawing the attention of the chairman and ask for his
ruling. Such a formal motion does not require seconding. The chairman may approve or
disapprove the point of order and accordingly give his ruling. He either says ‘Yes, it is out of
order’ or ‘No, it is in order’.

Sometimes unnecessarily ‘points of order’ are raised by a member or a group of members to

interrupt the debate and to kill the time so that the proposal under discussion is not put to vote as
he or they fears or fear that the resolution, which is sure to be passed will go against his or their
interest.

Sometimes a chairman, being biased, consistently disapproves justified points of order. In that
case members in a large majority may raise a ‘No confidence’ move against the chairman.

(B) Closures:

There are certain types of motions called closures which are moved for the purpose of stopping
discussion. A motion for closure needs seconding. A closure is also known as a ‘gag’. The
chairman himself may apply closure to stop a debate but generally he hesitates to take such
move because the members may think that he is biased. And he is trying to impose the will of the
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majority group on the minority group among the members. It is desirable that members
themselves put an end to discussions.

(a) Proceed to Next Business:

When members feel that sufficient data or information is not before them on some proposal under
discussion they wait to stop taking of votes on that issue. Any member may propose to ‘proceed
to the next business’ and another member seconds it. This closure proposal is put to vote. If
passed, no vote is taken on that proposal. If lost, then vote is taken on that proposal for decision.

(b) That the Question be now put:

It is a method by which the discussion on some motion is wanted to be stopped and immediately
vote is taken on it. It can be moved by any member other than the mover or the secondary of the
motion or any amendment on it.

Any member may move that ‘the question be now put’. The motion must be seconded by another
member. Now this closure proposal is put to vote. If passed, then immediately vote is taken on
that proposal. If lost, discussion on that proposal is resumed.

(c) The Previous Question:

This is a hard type of closure motion which wants to stop discussion and stop taking of votes on a
proposal under discussion. This is a technique by which an undesirable or controversial proposal
is shelved. Any member may move a motion for the previous question stating that “this question
be not now put”.

Another member shall second it. Now this motion is put to vote. If passed, that proposal is
shelved. If lost, discussion on that proposal is resumed and vote is taken on it.

AMENDMENTS:

Meaning of Amendment:

An amendment means substitution, addition or deletion (removal) of words anywhere in a motion

under discussion before it is put to vote.

In fact, amendment can be done by any one of the following ways:

(a) Adding some words at the end of a motion or inserting the words inside the structure of it.

(b) Deleting certain words from the body of a motion.

(c) Substituting other words in place of deleted words.

(d) Altering the position of some words or phrases in the body of the motion.

(e) Doing addition, deletion and substitution simultaneously. But whatever is done the basic
intention of the motion cannot he altered. If the basic intention is affected then it is a counter
motion.
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Rules Regarding Amendments:

(1) Preferably an amendment should be in writing and signed by the mover of it.

(2) An individual who has not already spoken on a motion can move an amendment on it.

(3) An amendment must be seconded.

(4) An amendment must have an affirmative tone. It cannot be negative or just opposite to the
motion.

(5) It shall be within the scope of the meeting.

(6) It shall be within the powers of the body holding the meeting or is not ultra vires.

(7) An amendment cannot pose a question which is against any decision already taken at the
same meeting. In other words, it cannot be inconsistent.

(8) On the other hand, an amendment shall not be redundant for proposing something the
decision on which has been already taken at the same meeting.

(9) It shall not intend to delay the progress of the meeting or vexatious.

(10) When an amendment is proposed then the discussion on the original motion is suspended
and discussion on amendment begins.

Principles Regarding Amendments:

A number of amendments may be moved by different members on the same motion- Amend-
ments on amendments may also be moved. There is a possibility of causing a confusion.
Therefore there are certain principles which are generally observed

They are:

(1) The chairman is entrusted to-accept a move for amendment provided it is consistent and
relevant.

(2) If a number of amendments are suggested, the chairman may consider them first and then
allow formal moving of that or those in a systematic manner as he thinks best. Sometimes, the
original motion is withdrawn and is redrafted taking the suggestions of amendments.

(3) An amendment can be allowed to be further amended only once.

(4) If there are motion, amendment and amendment of amendment then:

(a) The amendment of amendment is put to vote first. If passed then the amendment is amended.
If lost, the original, amendment remains,

(b) The amendment with or without amendment of it is put to vote. If passed, then the original
motion is amended and it becomes a substantive motion. If lost, then the original motion remains,

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(c) The original motion with or without amendment (which may be again with or without
amendment) is put to vote.