Reasonability should be used while adjourning the meeting

BYNG V. LONDON LIFE ASSOCIATION LTD (1988)

Fact: The venue selected for a meeting of the members of a company was too
small to accommodate all the members who attended, and so the chairman
adjourned the meeting to an alternative venue.

Held: Although the director acted in good faith, he had failed to take into account
relevant factors in the exercise of discretion as chairman. The meeting was held for
the purposes of the Companies Act and the company’s articles of association,
chairman failed to take consent from shareholder even if article requires

He had adjourned the meeting only until the afternoon of the same day at the Café
Royal. He must have known that many people who had tried to attend the meeting
at the Barbican would be unable to attend at the Café Royal in the afternoon at
such short notice.

Accordingly resolutions passed at the Café Royal by the much diminished number
of people who did attend were invalid. Incidentally the court also held that a
meeting may be validly held even though not everyone is in the same room, as
where some are using audio-visual equipment in overflow rooms.