Help Removing Illegitimate Board of Directors from RMC

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    #16
    Thanks for offering so much support. This is really very kind of you. It’s very helpful for me to talk this through with someone.

    Here is what we do understand.
    For the members to cause the directors to call a general meeting of a private company, 5% of the membership is required (tick). This is a private company so the threshold to be reached is only 5%. The rest of that section is therefore not applicable!

    10% is the requirement only in a public company. We provided 6.5%, no need to give away the names of too many of our supporters prior to a vote to remove the illegitimate directors.


    I think you are slightly mistaken in your interpretation of section 305. The wording is really quite straightforward;

    If the directors—

    (a) are required under section 303 to call a meeting, and

    (b) do not do so in accordance with section 304,

    the members who requested the meeting, or any of them representing more than one half of the total voting rights of all of them, may themselves call a general meeting.


    What this simply means is that if the directors do not call the meeting, then the members (the 5%) who asked the directors to call the meeting can simply do so. If that 5% do not call the meeting at that point having been refused by the director, then and only then does then do the rest of the membership get a look in. Specially, more than half of the voting membership get the right to call that same meeting.

    That would not be an issue for us, if the directors refuse to call the meeting, my colleagues and I would simply call the meeting at that point, we are the 5%!


    So 10% can request the meeting, but now we seem to need more than one half of the total voting rights to call a meeting of the members under s305?

    You are mistaken in the statement above. The trick with reading sections of a law I’ve found, is to break it down into bite-sized chunks. In the statement you made above, 5% is required to demand the EGM of the directors and if that request is denied, that same 5% get to call the meeting themselves. If they develop cold feet for some reason, then and only then would you need over 50% of the other uninvolved members to call that same meeting, should they be so inclined.

    We are quite obsessive now about deadlines and should we be required to call the meeting, we will give the 28 days notice (this can actually be cut to 14 in extraordinary circumstances by the way).

    At this point we are relying on advice from 4 different law firms, 3 of which are specialists in Company law, so we are following everything to the letter.

    The issue is that we are dealing with directors and a Management Company who just ignore the law. Short of hitting them on their heads with copies of the CA 2006, I cannot see anyway to get through to them.

    What do you do when you quote and do all the above diligently and a bunch of retired secretaries and personal assistants without one university degree between them simply ignore everything and say, ”No, we are acting in the best interest of the Development and we will not be moved!” ???

    Do we get the courts involved then? Or would the Police be a better way to go?

    I suspect you’ll tell me to ask one of the 4 law firms ;-)

    Thank you very much for your help, it has been greatly appreciated.



    Comment


      #17
      Originally posted by Kent Leaseholder View Post
      At this point we are relying on advice from 4 different law firms, 3 of which are specialists in Company law, so we are following everything to the letter.

      The issue is that we are dealing with directors and a Management Company who just ignore the law. Short of hitting them on their heads with copies of the CA 2006, I cannot see anyway to get through to them.

      What do you do when you quote and do all the above diligently and a bunch of retired secretaries and personal assistants without one university degree between them simply ignore everything and say, ”No, we are acting in the best interest of the Development and we will not be moved!” ???

      Do we get the courts involved then?
      Like I said, I am just an innocent country chicken.

      To recap, you have used three specialist company law legal firms. You have followed the law to the letter. You therefore have a paper trail of evidence to show members correctly held a general meeting to remove directors and replace them, and the existing shower had their legal rights protected to present their case to the meeting and did not do so?

      Then the newly elected diretcors held a minuted directors' meeting ( per the company artilces) of the new directors and voted to terminate the company secretary role being fulfilled by agent X (as the CA 2006 does not require a company secretary - directors can fulfill the function).

      The directors then informed CH to remove the now legally terminated directors and add the new ones to the CH register, done on paper as codes not available. Helpful supporting letter from one of three legal firms submitted.

      Directors also minuted at said directors' meeting per the articles to terminate the agency agreement within the termination clause of the agreement and appoint new agent.

      I see nothing in the Companies Act where a "bunch of retired secretaries and personal asisstants" or anyone else for that matter must give their consent to being terminated as directors. They may choose if they are bold enough to challenge the outcome in court.

      The managing agent has absolutely no say in any of this as even if they were a director too, you sacked them of course.

      I doubt the police would be interested. I see no reason you have to go to court other than perhaps to injunct the trust fund if, despite all the above, the managaing agent refuses to hand over the money.

      The secret in managing generally is to exercise lawful authority - not ask permission.
      Do not read my offerings, based purely on my research or experience as a lessee, as legal advice. If you need legal advice please see a solicitor.

      Comment


        #18
        Thank you very much!!! That is fantastic advice. I really appreciate it.

        The secret in managing generally is to exercise lawful authority - not ask permission

        I like that statement above a lot. Especially since a couple of my colleagues are persistently advocating a softly, softly approach.

        Thank you very much, you have no idea how grateful I am for this!!!

        Comment

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