RTM AGM minutes accuracy

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  • eagle2
    replied
    There needs to be a clear distinction between the members and the leaseholders even though they are likely to be the same individuals and you need to be careful to understand which hat a person is wearing when he speaks at a meeting. The contract with the leaseholders is the lease and that needs to be observed. Members may reach agreement outside the terms of the lease but as explained in #9 that can create other problems.

    A reserve fund created under the terms of the lease is required to be held on trust. A similar fund which is not permitted by the lease could be authorised by members but it is not required to be held on trust and contributions would be voluntary. Demands for voluntary contributions would need to be issued quite separately from the service charges.

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  • Gordon999
    replied
    I would expect replacement of rotten wooden window frames etc. is required every 25 - 30 years, the RTM company needs to employ a sinking fund to collect the 3-4% contributions from all leaseholders in the block . Its better than asking for such payment in one billing which most leaseholders will find difficult to raise.

    Our lease says frequency of repainting external woodwork every 4-5years but the lease wording never mentions the wooden window lower frame and sill , if becoming rotten , needs replacing.

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  • leaseholder64
    replied
    Originally posted by Gordon999 View Post
    The RTM Companies Regulations 2009 includes clause 5(s) for which the wording states:

    "to establish and maintain capital reserves, management funds and any form of sinking fund in order to pay, or contribute towards, all costs, fees, and other expenses incurred in the implementation of the company’s objects" ;
    This is enabling text. It doesn't give the company rights that don't exist in the lease. It would allow it to create a sinking fund outside of the lease, but wouldn't allow the company to force leaseholders to pay into it. The significance of the lease on service charges is that it says things that leaseholder can be legally forced to do.

    This wording would also apply to money used by the company for improvements, but most leases will not give the company the right to insist that people contribute towards the cost of improvements.

    Traditionally many companies memorandums of association would list large number of things that the company could do, just to ensure that memorandum didn't limit them in any way.

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  • Gordon999
    replied
    The RTM Companies Regulations 2009 includes clause 5(s) for which the wording states:

    "to establish and maintain capital reserves, management funds and any form of sinking fund in order to pay, or contribute towards, all costs, fees, and other expenses incurred in the implementation of the company’s objects" ;

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  • eagle2
    replied
    A managing agent ought to know the law in so far as it affects the service or advice which he is giving.

    The Articles allow special resolutions to be passed and those usually apply to the constitution of the Company.

    As long as the lease allows you to hold a reserve fund, there is no reason why you cannot seek the views of the members before the directors make a decision regarding the actual amounts to be demanded.

    The simplest option with the minutes is to inform the member that you disagree with his comments and that you will add a note summarising his objection to be added to the minutes when they are approved at the next meeting.

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  • leaseholder64
    replied
    Also, don't rely on managing agents to be fully aware of the law.

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  • leaseholder64
    replied
    All your meetings are actually EGMs, and should have a full agenda in the calling notice.

    You can't change the articles, even with a 75% vote, as the RTM legislation requires you to use specific articles. What change were you trying to make/

    The danger with AOB is that it doesn't allow people to know whether it is important to attend.

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  • Grass is Greener
    replied
    Wow, where to start on this one. Thank you for all your comments

    We do employ a managing agent, who give us guidance and also use their legal department where necessary.

    We ensure that we comply with the lease.

    We are looking to change the Articles and know the procedure of it needing to get 75% of the vote using a special resolution.

    To give you a bit of background. The freeholder used to employ an agent to look after the buildings. We were unhappy with the way it was being managed and wanted to have a say.

    Therefore we got the numbers together and formed an RTM in 2016.

    Whether we need to have an AGM is not the point. The reason for setting up the RTM was for members to have their say. We therefore have an AGM, with an AOB for people to have their say.

    We put a 10 year plan together of the work that was required to comply with the lease. The place was mismanaged by the previous agent and hadn’t been decorated internally or externally for about 15 years, which was in breach of the lease. The intercom system failed and needed to replaced and the lifts are on their last legs

    We realised the reserves would not cover the next five years and the service charge would have to be increased.

    We therefore had an indicative vote (not a special resolution) at the AGM, to give the members the options of how we increase the charge. We said that we would abide by the vote, even though there wasn’t a legal requirement.

    There were three options. One to keep it the same, and pay a one off fee in three years time. Another to increase it evenly over the years. The third was to to part increase and have a smaller one off fee later.

    The challenge to the minutes wasn’t on something that was deliberately omitted. The conversation was summarised. I don’t think the minutes has misrepresented that person, although they obviously disagree.

    It seems our options are to either republish, or correct the notes at the next AGM before asking for them to be approved.

    Unless there’s another option, that I’ve missed.

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  • leaseholder64
    replied
    Although, for normal companies, the articles can be changed by correctly following the formal procedure, those for RTMs are fixed by statue:

    http://www.legislation.gov.uk/uksi/2...ulation/2/made

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  • eagle2
    replied
    In answer to your question, the minutes should record a fair summary of what was discussed at the meeting. The minutes can be issued at any time prior to the next meeting when the minutes should be approved by the members. Some RTMs issue the minutes with the notice for the next meeting. By then of course, most members have forgotten what was discussed at the last meeting.

    When somebody challenges the summary, the board should consider the comments and decide whether or not the summary needs to be changed. If a member wishes for his disagreement to be recorded, you should do so by attempting to agree a summary of his comments and including a note in the minutes of the next meeting.

    I agree with you that AOB allows other subjects to be raised and discussed at a meeting but you are entering hot water with some of the subjects.

    The system of charging leaseholders is set out in the lease and the terms of the lease cannot be changed at a meeting of members. It is extremely important for the RTM to charge strictly according to the lease.

    Voluntary arrangements to collect some form of reserve fund are best avoided. It would need to be kept apart from the service charge accounts and there could be tax implications and it could affect the dormant status of the company.

    The lease also sets out when payments are due. Whilst you may agree voluntary arrangements with individual leaseholders, a majority of members cannot decide how others should pay. If leaseholders decide to pay monies in advance, it should be recorded as a liability owing to leaseholders.

    As others have stated, there is a formal procedure to follow if you wish to change the Articles.

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  • Stacker
    replied
    Grass is Greener,

    You could accommodate the extra comments and ask for them to be added as an addendum to the minutes

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  • leaseholder64
    replied
    You cannot change the articles of an RTM, so the motions to change them are void.

    To the extent that you could change them, it would have to be done as special resolution, which means that the exact text of the resolution must be included in the calling notice of the meeting, as special business and the meeting notice would need to be at least 21 days. The meeting itself can only make a binary choice: accept the change or reject it. The vote requires a 75% majority.

    A resolution on whether to collect a sinking fund, even assuming the lease allows one and doesn't make the choice for you, should be noted, as special business in the calling notice. Ideally the exact question should be included, but it is sufficient to state the general nature of the business for this (but not for changing the articles). This is also special business, as it is not normal business for an AGM (not that RTMs have AGMs since their model articles were changed).

    AOB is actually any other business of an AGM, not anything the floor might like to discuss. People often have an informal session, after the actual AGM, which is advisory only It is dangerous to treat such discussion as formal, it forces people to make snap decisions.

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  • AndrewDod
    replied
    Well people don't like being misrepresented (including by fundamental omission) - so if that is the case and you have put out the minutes you should correct and inform the recipients. If it is trivial nonsense then just attach their letter to the minutes for information.

    I hope your mechanism for changing charges is consistent with the lease. You can't agree in a meeting, no matter how debated, to ignore the lease.

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  • Grass is Greener
    replied
    Thanks for this.

    I can't agree about not discussing anything else.

    As an example, the service charge needed to increase significantly over the next three years to pay for the outside decorating.

    We gave the Members the option of whether they wanted the charge to be raised steadily, or if they wanted to pay a lump sum in three years time. It gave everyone a chance to debate it and vote on the options.

    There's also been votes for changes in the Articles

    In AOB, many issues come up additionally.

    Surely, those you are unable to attend should be able to see what was agreed before the next AGM.

    We have therefore published the minutes. I don't think it's right to keep everyone in the dark.

    I'm just trying to understand whether I would need to republish again, if they were disputed.

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  • leaseholder64
    replied
    They are not transcripts.

    However, if you have dissenters it can be very important to them that their views are recorded, even though they might actually be in a part of the meeting that isn't really part of the meeting.

    It tends to be rather more important to minute directors' meeting properly as a dissenter may be the only person complying with the law, and it can important for them that they can prove they weren't party to something illegal. AGMs simply shouldn't be making that sort of risky decision, in the first place.

    Ideally you should stick to the agenda in general meetings, but I appreciate that can be very difficult.

    As I said, the normal practice for AGM is to not sign the previous minutes until the next meeting has considered them and had an opportunity to request corrections.

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