ELECTION OF CHAIRMAN:

          S.134(d) provides that, unless the articles of a company contain a contrary provision, any member elected by the members present at a meeting may be chairman thereof.  In such a case, either those responsible for the convening of the meeting or some other member of it will nominate a proposed chairman.  There is no general rule which requires such a proposal to be supported by a seconder, but it is customary that it be formally seconded.  The proposal is then put to the meeting, and upon its being carried the nominee becomes the chairman of the meeting, deriving his authority from the consensus of those present.

Table A,Article 55 provides that the chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, fifteen minutes after the time appointed for the holding of the meeting or he is unwilling to act, the directors present shall elect one of their number to be chairman of the meeting.

Article 56 further provides that if at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members currently shall choose one of their number to be chairman of the meeting.