Removing Shareholder as a Director

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    Removing Shareholder as a Director


    We are 4 flats, 4 shareholders, 4 Directors of Freehold Management Limited Company

    We have a Rogue Director that 3 of us wish to remove - we have taken guidance and issued a resolution to remove which has been sent out and called a meeting.
    2 Directors are 100% behind it, 1 is a bit wobbly because he rears reprisals, NOT because he doesn't believe the rogue Director is unfit to hold office.

    So, my question is when we have our meeting to vote on Director removal, can the rogue Director vote as a shareholder to stay in office.

    If that was the case we could potentially end up in stalemate.

    Is the wobbly Director acting in an unfit manner in not voting to remove a Director he has previously agreed is acting against the interests of the Company (and thus Freeholder)?

    Many thanks


    Has anybody had any similar experiences??


      Shareholders have equal rights so he can vote on who he wants as directors.
      why is he a rogue director ?
      What kind of reprisals are feared ? Why aren't the other two bothered ?


        I would say it is a conflict of interests, in the same way that if a director says "I can get my brother to this job, or, my friend can do this job cheaper, then that director can be bared from any involvement in the decision process therefore cannot vote for his brother or friends. ( Fact ).

        Same with voting yourself in.

        If Directors fear reprisal, for dismissing, - for example say, a corrupt / lazy / can't be bothered / just refuses to attend board meetings then the fearful should not be Directors.

        Lets assume most want a director out, because he / she is useless, may be even fraudulent / not a logical person / does not have what it takes to be a director. Then those points alone determine a director should be dismissed. Then the outgoing director cannot use his own vote to keep him in as a director, as that, to me is a direct abuse and certainly a conflict of interest and will be against the good of the company it's prosperity and longevity.


          I asked @3 questions because I thought the answers would inform a better understanding.


            Originally posted by scot22 View Post
            I asked at post number 3, questions because I thought the answers would inform a better understanding.
            No problem, but we don't always get to know the ins and outs, and the rouge director may just be reading all this, so often the real reasons for dismissal are not forthcoming, as that would infuriate even more a rouge director., and I have it in writing that Meetings can be extremely verbal, with cussing and temper tantrums when the truth of misdoings are published either verbally or on here.


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