Chairing a Difficult Meeting
As noted in another article (Whose meeting is it anyway?LINK) it is basic to the concept of any formal meeting that democratic processes should and will be followed. If the meeting is to be democratic, formal and well-run:
- It should not be dominated by an authoritarian chairperson or by any aggressive participant(s),
- Those taking part in the meeting should be able to make decisions peacefully, and
- The meeting should be held in accordance with appropriate rules of procedure.
Otherwise, meetings would be chaotic and unpleasant.
Particularly if a meeting is likely to be difficult and potentially rowdy or disorderly, it helps to have someone chairing it who knows the generally accepted rules of procedure and any constitutional provisions about the meeting (in a company’s constitution or a society’s rules, or provided for by statute). Subject to those rules and provisions, the Courts have recognised that a chairperson can and should control how a formal meeting is conducted.
Some guidance when chairing a difficult meeting
- Even if the chairperson is a member of the organisation which is meeting and has views on the issues being discussed at the meeting it is imperative that the chairperson is as fair as possible (some people find that difficult!) and allows opposing opinions to be expressed.
- If the chairperson is not a member of the organisation which is meeting the chairperson might usefully make a number of preliminary points when taking the chair:
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- Indicate that the chairperson has no pre-conceived opinions about the issues and the decisions to be made (the chairperson might comment that the meeting’s decisions may be wise, they may be stupid, or they may be somewhere in between – but those present at the meeting will make those decisions, and what the chairperson thinks about the wisdom of the meeting’s decisions is irrelevant),
- Indicate that his or her function is to control how decisions are made; that is to ensure that they are made in an orderly manner, made in accordance with any relevant statutory and constitutional provisions, and the conventions of good meeting procedure,
- Advise that if the meeting is to be run efficiently, its processes must be controlled by the chairperson, and that that means that the chairperson will:
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- Ensure that the meeting is conducted properly,
- Be firm when necessary,
- Ensure that everyone can have their say (which involves the chairperson controlling who speaks and when they speak, and minimising repetition),
- Decide the order of speakers,
- Allow people to speak only once to a motion (although the mover of a substantive motion has a right of reply),
- Not allow anyone to speak until the chairperson has indicated that they may do so,
- Generally seek to have speakers for and against a motion speak alternately to ensure that different points of view are heard, and
- Act, as required, as referee and pilot, and
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- Advise that if anyone causes any disturbance, or becomes unruly in the meeting, or refuses to accept the chairperson’s rulings the chairperson has the power to require that person to leave the meeting, and, if they will not do so, the chairperson has the right to call on the Police for assistance to remove that person.
- The chairperson should therefore ask attendees to follow some simple guidelines:
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- Not to speak until the chairperson recognises the person as the next speaker,
- To restrict what is said to the subject before the meeting,
- To be moderate when referring to other people or to other speakers,
- Not to speak directly to other people, but to everyone in the meeting, and
- If the chairperson finds it necessary to stand, anyone speaking should resume his or her seat, everyone should cease talking, and the chairperson should then be able to speak without interruption.
Legal powers of a chairperson when a meeting gets really difficult
A chairperson has ultimate responsibility for the proper conduct of and maintenance of order at a meeting:
- There is long-standing authority stating that “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” (National Dwellings Society v Sykes [1894] 3 Ch 159 at 162, cited in Gourlay v Cornish [1946] NZLR 210).
- Where one or more individuals disrupt the meeting the chairperson may ignore them, ask them to leave or have them removed. As stated in a New Zealand decision (Wilkie v Kiely (1914) 33 NZLR 816 (SC)); “Clearly there must be an inherent power in every meeting to maintain order, otherwise the business could not proceed, and if a person persists in being disorderly he may be removed from the meeting. This, I think, exists as a right independent of the liability of a person who interrupts a meeting to be punished under [any relevant statute of Council bylaws].” Any removal cannot extend to any subsequent meeting unless the organisation’s rules permit this. While the decision does not state that the Police may be called to remove the disorderly, that is a necessary corollary of the statement about having the disorderly removed from the meeting.
- If serious disorder occurs a chairperson has obligations that have been usefully summarised in an English High Court decision, John v Rees [1969] 2 All ER 274 (Ch) at 293, a somewhat similar New Zealand case being Gourlay v Cornish [1946] NZLR 210 which also related to a trade union meeting. In the event of serious disorder, according to the John v Rees decision, the chairperson’s obligations are, in order of priority, as follows:
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- To make “earnest and sustained efforts to restore order”, if necessary seeking assistance to do so (which is consistent with the Wilkie v Kiely decision),
- To ask for a motion to adjourn, temporarily or for a longer period,
- If the meeting will not cooperate with the previous steps, “he should exercise his inherent power to adjourn the meeting for a short while,” and if the chairperson does this the chairperson must try to advise those present of the details of the adjournment — which may be difficult if the meeting is rowdy,
- If there is violence, similar steps should be taken, but “the greater the violence the less prolonged should be his efforts to restore order before adjourning.” The chairperson:
… has not merely a power but a duty to adjourn in this way, in the interests of those who fear for their safety. I am not suggesting that there is a power to adjourn if the violence consists of no more than a few technical assaults and batteries. Mere pushing and jostling is one thing; it is another when people are put in fear, where there is heavy punching, or the knives are out, so that blood may flow, and there are prospects, or more, of grievous bodily harm. In the latter case the sooner the chairman adjourns the meeting the better.
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- The chairperson’s inherent power to adjourn the meeting to another date can only be exercised if he or she cannot otherwise regain order (see Gourlay v Cornish [1946] NZLR 210 at 211), and only “for the purpose of forwarding or facilitating the meeting, and not for the purpose of interruption or procrastination” and “the adjournment must be for no more than the necessities appear to dictate,” preferably a short time to see if a “cooling off” period will enable the meeting to be resumed.
- The general rule is that only the meeting, not the chairperson, has the right to end the meeting (Gourley v Cornish [1946] NZLR 210). However, where physical factors make it impossible to conduct a meeting properly (for instance, where the venue is too small for the numbers attending, the meeting room ceases to be available or some event interrupts the meeting, such as a medical emergency, fire or earthquake) the chairperson may adjourn a meeting and, on resumption, it is the same meeting, not a new meeting (Byng v London Life Association [1989] 1 All ER 560 (CA) Jackson v Hamlyn [1953] 1 All ER 887 (Ch), and Holmes v Keyes [1958] 2 All ER 129 (CA)). It is risky for a chairperson to try to close or adjourn a meeting early (see Byng v London Life Association [1989] 1 All ER 560 (CA)), other than where that is warranted for reasons previously outlined. If the chairperson leaves as a way of trying to close the meeting, a member who disagrees with the chairperson’s action may immediately seek the election of a replacement chairperson, as long as a quorum is still present (Meek v Dunn (1893) 12 NZLR 342 (SC), Arcus v Castle [1954] NZLR 122 (SC) and Wishart v Henneberry (1962) 3 FLR 171 (IRC)). However, the chairperson normally declares most meetings closed — with the deemed consent of the meeting.
Chairing a difficult meeting – some final observations
Most people find it difficult to chair meetings at the best of times. Even if they have had a reasonable amount of experience in chairing meetings, few will find it easy to deal with disruptive, aggressive and abusive behaviour. Where such behaviour is anticipated, or where the issues before the meeting are likely to be highly contentious, consideration should be given to the possibility of having someone chair the meeting who is both well-versed in meeting procedure and independent of the issues.
Where it is proposed that an independent chairperson should be appointed the meeting should be opened by the person entitled under the relevant rules to preside over the meeting. That person should then advise the meeting that it is proposed that someone with extensive experience in chairing meetings should chair the meeting if those present agree to that person’s appointment. A member (preferably someone arranged in advance) should then move that “This meeting appoint xxxxxxxxxxxxxx to chair this meeting.” That procedural motion then needs to be seconded, debated if necessary, and then put to the vote. If the motion is passed then the independent person can assume the chair. However, if the meeting does not agree to appoint an independent chairperson, the chairperson who opened the meeting should continue to chair the meeting but can advise those present that he or she will, as required, seek advice from the named independent person in respect of procedural issues.
For specific advice the issues discussed in this article, please contact Mark at mark@nfplaw.co.nz.