Introduction to Chairing a Difficult Meeting

What to know in advance of a potentially difficult meeting

In my experience (having chaired a number of “difficult” meetings), the chairperson of a potentially difficult meeting needs to know the type of meeting to be chaired, the subject matter, why it is expected to be “difficult,” and the attitudes of those likely to attend.  The Boy Scouts motto definitely applies – “Be Prepared”!  This article should help a chairperson prepare to preside over a potentially difficult meeting. 

Preparation before a potentially difficult meeting

The reasons for seeking the services of an independent chairperson for a potentially “difficult” meeting are many and varied, and may include one of more of the following:

  • The designated chairperson may simply lack the confidence to deal with anything controversial,
  • The designated chairperson and possible substitutes may consider that they are not sufficiently independent and unbiased to chair the meeting,
  • There are likely to be participants at the meeting who will make life difficult for a chairperson who is inexperienced or holds strong views on the subjects to be discussed, or
  • The meeting is likely to be rowdy and unruly.

Know the applicable rules

For any meeting there need to be “rules of engagement,” either generally understood or anticipated, or prescribed in some way:

  • For a “formal” meeting:
  • If there are any prescribed  rules (for instance, set out in a company or society constitution, or in any statute or “standing orders”) the chairperson should be or become familiar with those prescribed  rules, and
  • Subject to any prescribed rules, a formal meeting should be conducted according to the commonly accepted rules for meetings (Members’ Meetings by Mark von Dadelszen is a comprehensive guide to good meeting procedure), or
  • If the meeting is not a “formal” meeting (e.g. meetings to obtain information and/or to hear people’s concerns, to analyse, refine or assess information and concerns, or to provide information, and, possibly, to answer questions), to keep the meeting on-track and the participants engaged there must be some generally understood “rules of engagement” (such “rules of engagement” may be circulated to potential participants in advance of the meeting and/or outlined at the outset of the meeting by the person presiding over it).


The person expected to chair and/or control a meeting should know in advance the meeting venue’s location, size, facilities (capacity, accessibility, layout, location of toilets, audio-visual equipment), and details about:

  • Any applicable rules concerning the holding and conduct of the meeting,
  • Who has been notified about the meeting and how they were notified,
  • Who is or may entitled to attend (such as members, public, media etc),
  • How attendees will be greeted, including checking the right of people to attend, recording their attendance and issuing them with any attendance and/or voting forms,
  • If proxy voting is allowed, how the validity of proxies will be checked and recorded and issuing proxy-holders with voting forms,
  • Whether microphones are required, how they will be provided to speakers and how speaker volumes will be controlled,
  • If votes are to be counted, how that will be done (if the meeting is considering a contentious issue, it may be wise to invite independent people to act as scrutineers, and to have them approved as scrutineers at the commencement of the meeting – and the same people might also be used check as people arrive to ensure they have the right to attend and also to verify proxies), 
  • If there are concerns that those attending the meeting may be unruly what if any arrangements have been made about security,
  • Whether non-members and journalists may be admitted to the meeting (that may be a decision to be made by meeting attendees after the meeting has started), and
  • Whether a decision needs to be made by the meeting about the use of photographic and recording equipment during the meeting.

On the day of the meeting


The person chairing and/or controlling the meeting should arrive before the time people attending may arrive to check on the “practicalities” just listed, but also to become familiar with the venue and to assess the mood of those who will be participating in the meeting.

Verifying the right of people to attend

People entitled to attend (members of the organisation which is meeting) should be greeted, and:

  • Directed to tables where they can be checked off against a list of members entitled to attend and vote (i.e. financial and other categories of members entitled to vote), 
  • Their attendance recorded in the list of members entitled to attend and vote, 
  • Issued with any attendance and/or voting forms, and
  • Then allowed into the meeting room.

Verifying proxies

If proxy voting is allowed, the person wishing to vote for someone else should be:

  • Directed to tables where the right of the person whose proxy they hold to vote (i.e. financial and other categories of members entitled to vote) can be checked, 
  • The proxy attendance recorded in the list of members entitled to attend and vote, 
  • The proxy issued with any attendance and/or voting forms, and
  • The proxy then allowed into the meeting room.


Little security is required for most meetings, but the only people entitled to attend meetings of companies and societies are members and proxy-holders.  Some meetings may attract interested observers (including the press) to attend and whether they should be allowed into a meeting is something the meeting organisers need to think about (and the chairperson should be briefed on this in advance) and the issue should be put to the meeting when it opens.

Where the meeting involves issues about which people have strongly held views, and passions may be aroused, consideration needs to be given to security issues, including who may attend and how any unruly behaviour will be controlled.  Where a contentious issue is being considered there is a potential for disorderly behaviour during the meeting, and a heightened risk of disorder and possible violence once the meeting is formally ended (in such cases, consideration should be given to arranging to have an independent chairperson chair the meeting, and consideration may have to be given to engaging trained security personnel to attend). 

Opening the meeting – setting the ground-rules

It is important for the chairperson to make the ground rules very clear from the outset, and then to follow through on that introduction:

  • Begin by advising the meeting that, as chairperson, you “may regulate the procedure at” the meeting (there is, commonly, support for this found in at least company constitutions and in what is known to lawyers as “common law”). 
  • The chairperson should make a number of things very clear at the outset:
  • The chairperson has no pre-conceived opinions about what decisions the meeting should or should not make (its decisions may be wise, they may be stupid, or they may be somewhere in between – those attending the meeting will make those decisions, and what the chairperson thinks about the wisdom of those decisions is irrelevant to the chairperson).
  • What the chairperson does care about is how the meeting reaches those decisions – and the meeting attendees will reach those decisions in an orderly manner, and in accordance with any relevant statute, the organisation’s constitution, and the conventions of good meeting procedure. 
  • To be efficiently run, every meeting needs someone in control, in the chair.  At this meeting the chairperson is in the chair.  
  • That the chairperson’s approach to chairing meetings is straightforward:
  • The chairperson’s duty is to ensure that:
  • The meeting is conducted properly, and that means that the chairperson will be firm when necessary, especially if anyone becomes unruly or rowdy, and
  • All points of view are heard, and in order to do that the chairperson can and will control who speaks and when they speak, and the chairperson can also exercise control to avoid repetition,
  • If anyone wants to speak they need to indicate to the chairperson that they wish to speak, but they must not start speaking until the chairperson indicates that they may do so,
  • If a microphone or microphones are being used, ask speakers to use those facilities (if there are roving microphones the scrutineers may be able to assist in taking them around), 
  • Before speaking, every speaker should provide the chairperson and the meeting with his or her name,
  • The chairperson will seek to ask for speakers for and against any motions, alternately, to ensure that different points of view are heard, 
  • A speaker may only speak once in debate on a motion (although movers of substantive motions have a right of reply), 
  • If a point of order are raised the chairperson will consider it carefully and rule on it, and
  • As servant of the meeting, the chairperson will act, as required, as referee and pilot.
  • The chairperson should also advise the meeting that he or she is well-aware some of the issues before the meeting are contentious, and respectfully ask that everyone follow some simple guidelines (some of which repeat some of the last list):
  • No-one should speak until the chairperson has recognised that person as the next speaker,
  • Speakers should restrict what they say to the subject before the meeting,
  • Speakers should be moderate when referring to other people or to other speakers, 
  • Speakers should not 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.
  • If anyone causes any disturbance, or becomes unruly in the meeting, or refuses to accept the chairperson’s rulings the chairperson has the legal authority to require that person to leave the meeting, and, if they will not do so at the chairperson’s request, the chairperson has the right to call on the Police for assistance to remove that person (according to 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). 

Order of business

The conventional order of business should be followed with some modifications:

  • Apologies – motion “That the apologies be accepted.”
  • Consideration as to:
  • Whether non-members and press may attend, and an appropriate motion on those issues,
  • Whether recordings may be taken, and an appropriate motion on that issue, and
  • Whether photography is permitted, and an appropriate motion on that issue.
  • Scrutineers – motion “That [named people] be appointed as scrutineers.”
  • Consideration of the business as notified – debate on each substantive motion, with:
  • The mover speaking first,
  • The seconder speaking next (unless the seconder reserves the right to speak later),
  • Speakers against and for the motion alternately,
  • The mover exercises the right of reply, 
  • The motion put to the vote (on the voices or by ballot), and
  • The chairperson announces the result of the vote on the motion.
  • Closure of the meeting, during which a number of issues may need to be dealt with, such as:
  • Thanking the scrutineers,
  • Deciding whether the voting papers should be kept for a period (in case of challenges) or destroyed, and
  • Declaring the meeting closed (and, if necessary, reminding people to leave in an orderly manner).

For specific advice about any of the issues discussed in this article, please contact Mark at

This is one of a series of articles on societies and charitable trusts by Mark von Dadelszen, a lawyer and author of Members’ Meetings, 3nd Edition, 2012, and Law of Societies, 3nd Edition, 2013 (both texts being in the course of editing for 4th editions to be published after the new Incorporated Societies Act is enacted).