Being removed as a director from freeholder company

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  • surreygirl
    replied
    "What the others accept or not is irrelevant if the tribunal made a clear decision. Otherwise if the tribunal left bits undecided, the lease decides, even if it is unfair. You say a tribunal determined your contribution for 'decorations' is one eighth - so be it.

    Why did the tribunal simply decide on 'decorations'? What was the context? What is the apportionment for service charges generally? Sometimes it is based on floor area, sometimes it is a crude % based on total flats. Sometimes it is a real dog's dinner that makes barristers a nice living".

    Your only defence is the lease and whatever bit of it the tribunal decided if that was not challenged within the timeline for appeal.Because all the other things are listed as a one sixth share ie roof, garden, etc. However as we have to paint the outside of our flat ourselves. Easy for me as I do not need scaffolding. I agreed that we should have it all done together but that I should pay a lower price as mine is the smallest of the flats and only have two walls and I can quite literally paint it myself which I have done at times. But if they paint it then scaffolding is required and of course it is that much more expensive for those flat who need it. So they all decided that my share should be a one sixth but I thought that was unfair and so I applied to the tribunal for the decorations. I forgot to ask about repair as well so it just for the painting, however they have all been reluctant to have it painted because the larger flats do not want to pay the one fourth that has been set out by the Leasehold.

    Well it is a dogs dinner I do have to day. It should be based on floor area and then we would all know where we are. The lot that is, but it isnt. I do not know who wrote up the lease but obviously they must have had a few at the time and were over the eight!!.

    No they didnt challenge it except to ask if it included repair which they said no it didnt. But of course I forgot that bit and, as you know, they only respond to what you have asked about and really you cannot separate decoration from repair because before you paint you do have to brush it down with a wire brush and fill in holes etc.

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  • MrSoffit
    replied
    Originally posted by surreygirl View Post
    ...although the lease says that Leaseholders are responsible for painting the outside themselves and which the Leasehold tribunal have said that my payment is a one eighth of the decorations the others do not accept that ... Not only that I am expected to pay for the damp proofing on top of that!!

    Any clue. I know I shall be outvoted on the 15th...
    What the others accept or not is irrelevant if the tribunal made a clear decision. Otherwise if the tribunal left bits undecided, the lease decides, even if it is unfair. You say a tribunal determined your contribution for 'decorations' is one eighth - so be it.

    Why did the tribunal simply decide on 'decorations'? What was the context? What is the apportionment for service charges generally? Sometimes it is based on floor area, sometimes it is a crude % based on total flats. Sometimes it is a real dog's dinner that makes barristers a nice living.

    Your only defence is the lease and whatever bit of it the tribunal decided if that was not challenged within the timeline for appeal.

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  • surreygirl
    replied
    "Rarely agreeing is fine if the articles allow majority voting. If directors refuse to follow the majority decision they are failing in their duties to the company. The company's needs is bigger than any individual's. Not that many leaseholders get this, mind. It's 'all for one and that one is me'

    Well that is true and I think that it does allow for majority voting, but not very helpful if, like me you have the smallest flat and although the lease says that Leaseholders are responsible for painting the outside themselves and which the Leasehold tribunal have said that my payment is a one eighth of the decorations the others do not accept that and they all have two bed flats which go right across the house whereas my own is half of the house. So how do we get over that hiccup!! Not only that I am expected to pay for the damp proofing on top of that!!

    Any clue. I know I shall be outvoted on the 15th when we have our meeting to keep the service charge low. The lease doesnt allow for a reserve or sinking fund and it is defective in many other ways ie it doesnt include foundations and a whole host of other anomalies!!

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  • MrSoffit
    replied
    Originally posted by surreygirl View Post
    The only problem with that is that we as the Directors rarely agree. The lease is the problem as it is almost unworkable and so we have to put in things that are not there... [...] I keep asking to change the lease but it falls on deaf ears.
    Never wise for a landlord to rewrite the lease. All goes well until somebody gets miffed or needs to put up a stout defence against debt recovery action. Suddenly they are a barrack room lawyer and a lease purist. Though not pure enough to pay their service charges. Tribunals cases I've read aren't big on irony.

    Rarely agreeing is fine if the articles allow majority voting. If directors refuse to follow the majority decision they are failing in their duties to the company. The comnay's needs is beigger than any individual's. Not that many leaseholders get this, mind. It's 'all for one and that one is me'.



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  • MrSoffit
    replied
    Originally posted by surreygirl View Post
    It says that if you are 70 then you have to retire and be re-elected. That is me as I have now reached the grand old age of 70. Not sure if I will be re-elected or whether they have any choice not to!!
    I do believe that the Companies Act removed the upper age limit too. Just the younger age limit.

    Problem is, articles can either add more rights than the CA 2006 or be overridden by the CA 2006. The only sane way to go is to google as many terms as you can think of and read all the legal websites that pop up.

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  • surreygirl
    replied
    "No managing agent can run their client's company. Only the directors of a company get to run the company. The agent can go and run their own company, innit"

    The only problem with that is that we as the Directors rarely agree. The lease is the problem as it is almost unworkable and so we have to put in things that are not there or read things which are poorly written and can mean a few different things ie "paint the outside of the flat every three years" Well that means that we are responsible ourselves for painting and organizing the outside painting. Some have small flats and some have large and so no one agrees to how much someone should pay if we have it painted together etc etc.

    I keep asking to change the lease but it falls on deaf ears.

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  • surreygirl
    replied
    That is interesting MrSoffit. No I have looked everywhere I can for a copy of the AofA in Companies house. I think they have just adopted a standard model version. It was incorporated in 1995.

    I didnt realise that it was normal I do have to say. We have never had that but there again we are only using an Agent these past six months. Before we run it ourselves.

    Also what is more important. Is it the lease or the AofA. I am reading about directors now in the AofA. I am trying to get my head around it.

    It says that if you are 70 then you have to retire and be re-elected. That is me as I have now reached the grand old age of 70. Not sure if I will be re-elected or whether they have any choice not to!!

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  • MrSoffit
    replied
    Originally posted by surreygirl View Post
    ...it does appear that we are. Because the Agenda for the meeting says "appointment of Directors" but we already are Directors.
    Ah hah! Sure, isn't it a standard item on an annual company meeting agenda for "Appointment of Directors". We have it on our AGM agenda every year. Not that we usually get any volunteers, mind. It doesn't mean existing directors are being sacked. That is why you need to see the articles. You MUST see them as a company director.

    Are you sure you aren't misresembling what the agenda means? Google AGM agendas.

    No managing agent can run their client's company. Only the directors of a company get to run the company. The agent can go and run their own company, innit.

    It surely has to say somewhere at CH what the articles are even if model version has been adopted. When was the company incorporated?

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  • surreygirl
    replied
    "If you are a director of the company, you should already be very familiar with the wording of its articles. have a coipy at hand everywhere you go. Quote an article a day constantly to anyone within earshot. The articles should form part of the company incorporation filing at CH" having said that I am reading articles which were sent to me by an Agent we had a few years ago but do not relate directly to our company.

    I have looked for the AA at companies house but there does not appear to be a copy, however there is a phone number that I can ring apparently to see if there is a copy and purchase it.

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  • surreygirl
    replied
    I have read the articles and I see no reference to being dismissed, but it does appear that we are. Because the Agenda for the meeting says "appointment of Directors" but we already are Directors.

    We have only just appointed this MA but he has taken six months to go through all the paperwork it seems and is only just going to get on with the proposed work to the outside after the meeting on the 15th.

    I will try to upload/download etc the companies act.

    Well this is what I will put to him that we cannot be voted out, but as he is an experienced Agent apparently he must know something I dont.

    Thanks for all your replies.

    Leave a comment:


  • MrSoffit
    replied
    Hi, enough already of this befuddlement and angst!

    If you are a director of the company, you should already be very familiar with the wording of its articles. have a coipy at hand everywhere you go. Quote an article a day constantly to anyone within earshot. The articles should form part of the company incorporation filing at CH.

    Do the directors need to stand again on a cycle and if so what is it in years? Has your term expired? If not, you cannot just be voted out at an AGM like that.

    Who drafted this agenda for the company meeting if you as a director knew nowt about it?

    How are decisions taken in this company anyway - by the managing agent?

    You do not need a majority vote at a meeting to remove an agent. The directors vote to remove and then use the termination clause in the agency agrement. Unless the managing agent is somehow built into the lease?

    I assume the directors have meetings per the articles and minute their collective decisions and keep records?

    If not, start all over again and read the Companies Act and the articles. It shouldn't be this much a mystery...?

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  • scot22
    replied
    What if someone wanted to remove ME but didn't want you as a director ? I always thought you couldn't have a proposal combining separate decisions. Could be wrong.
    good suggestion re companies act. Bought it on my Kindle. Makes it a lot easier to access different sections.

    Leave a comment:


  • gam
    replied
    As well as checking the articles of association, read up on the Companies Act 2006 and written resolutions of members. If you are a member of the Company you may find you can remove the managing agent as a director if you can gain support (a simple majority) of the members. You can appoint yourself as a director in the same resolution. I know this because it is how I removed an apathetic managing agent.

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  • surreygirl
    replied
    Originally posted by Gordon999 View Post
    You should check the your company's records at Companies House website to see if you are still listed as a Director.
    I have just received the Agenda for the meeting and it one of the items listed is voting in Directors so it seems that we are being removed as Directors on the day!! I shall have to plough my way through the Articles of Association again. I must say long and lengthy so I cannot remember everything it says.

    So that puts a different slant on things.

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  • surreygirl
    replied
    Originally posted by Gordon999 View Post
    You should check the your company's records at Companies House website to see if you are still listed as a Director.
    Yes I am. I have checked thank you!!

    Leave a comment:

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