calling EGM - which is up to date RTM Companies (Model Articles) Regulations

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    calling EGM - which is up to date RTM Companies (Model Articles) Regulations

    hello,

    I tried calling an EGM (with the support of required number of leaseholders > 5% ) but got a reply from a MA that directors (1 of them being MA themselves, another one their friend) have reviewed and my request is declined.

    Looking for an info which is the current Model Articles regulation for the RTM company.
    2003 regulation clearly states that directors should call it on request of members
    http://www.legislation.gov.uk/uksi/2...y-limited/made

    however 2009 legislation
    http://www.legislation.gov.uk/uksi/2.../schedule/made
    does not have this info.

    How can I, with the support of other leasoholders, call an EGM where we plan to elect a new BoD, since the current arrangement is clearly for the MA benefit, and they basically hijacked the company to the extend that all the work in the block is done by either them or associated companies without any control or approval from the members of this RTM.

    Thanks



    #2
    Hi,

    Presuming the >5% leaseholders are all members of the RTM refer to Companies Act 2006 S303.

    Alternatively enter 'RTM members' reserve power' in your search engine.

    IMO if your intention is to remove or replace the current directors I would seek specialised legal advice.

    Comment


      #3
      The articles should be available to download on your company's page on Companies House. The Model artilces are unchanged so google if not on CH.

      Sadly MAs do seem to hijack RTM companies. Leaseholders really are stupid to let it happen. Should never ever let an MA be a director. Never.

      Read this thread...same steps for an RTM.

      https://forums.landlordzone.co.uk/fo...ctors-from-rmc

      Just follow the RTM Model Articles and apply the Companies Act alongside. If the MA ignores you, gang up and call a members' general meeting to sack them as directors. Just do it by the book. They'll get the message in the end to b***** off.

      If not, have a word with LKP (leasehold charity). Publicity might do the trick if all else fails.
      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


        #4
        If you are a right to manage company, then that company must have directors, to which you write to them individually, with a copy to managing agent.
        The MA manage the property, the directors manage the RTM company,

        Stating "You cannot refuse", and as the Directors have refused, they are in breach of the Law, therefore we will be convening our own meeting as laid down in the Companies act, which as you are a Managing agent, you are FULLY aware we will now convene our own meeting, even without you or the directors if you or they do not wish to turn up, and at your expense.

        Info for you below. ( keep this to yourself at the moment - but the directors and MA know full well you can have your own meeting )
        Remember you must send out "proxy votes" with your agenda on the date of the meeting, to ALL shareholders.

        ( need help ? -- give me a call )


        From previous Companies Act.

        Members' power to require directors to call general meetings (sec303 - sec304)

        The directors must call a general meeting if so requested by the holders of 10% of the voting shares (or 10% of the voting rights if no shares). If at least 12 months have elapsed since the last general meeting called under this section, the request may be made by 5%.
        The request for the meeting must state the general nature of the business to be dealt with and may include the text of a resolution to be moved at the meeting (provided the resolution would not be ineffective (e.g. under the Act or because contrary to the company's articles, etc., and provided it is not defamatory, frivolous or vexatious).
        If the request is properly made, the directors must within 21 days call the meeting for a date not more than 28 days after the date of the notice calling the meeting. If the request included a proposed resolution, that must be included in the notice, which will then be part of the business that can be conducted at the meeting. (If it is a special resolution, the notice of the meeting must say so, in accordance with sec283, above.)

        Members may call meeting at company's expense (sec305)
        If the directors do not call a meeting as properly requested under the above sections, the members who requested it (or half of them, by voting rights) may call the meeting themselves, for a date not more than three months after the date when the directors were required to call it (i.e. 21 days after the request was made - see above).
        The meeting must be called in the same manner, as nearly as possible, as meetings called by the directors.

        The members calling the meeting can claim any reasonable expenses they have incurred, which the company must deduct from any remuneration that would have been paid to the directors. (Under the old law, the company had a power to do this, but was not required to do so.)

        --------


        Comment


          #5
          what if I do not know all the members of the company ? is the MA (as company secretary) obliged to present one on request (which I am sure they will deny anyway) ?

          thanks for all the replies, very informative and useful

          Comment


            #6
            The company is required to allow inspection of the register at a few days notice. They can only refuse doing so they obtain a court order. There is certain information that must be included in the request.

            Members of the company can inspect free of charge. There is a small charge for anyone at all to inspect. You can buy copes are charges set by law.

            The company register is explicitly immune from data protection law, although that may be tried as an excuse.

            A member called meeting is valid as long as you followed the calling procedure as closely as possible in the circumstances.

            The register itself might not have been properly maintained and that is a criminal offence. Failing to provide access to the register is probably one, as well.

            Comment


              #7
              Hi,

              If you do intend to make a request under S116 CA2006 make sure that the reason given is for a proper purpose, affairs of the company as a company and not for the affairs of the company as a manager of the building.

              See Pandongate House Management Co Ltd v Barton, High Ct (Newcastle District Registry), January 2019

              This was about the wearing of different hats and that S116 CA2006 was only to enable members to raise matters about the management of the company.

              [Source: nearlylegal.co.uk]

              Lastly there may not be any email address, phone number or correspondence address and just the name and property within the development contained in the register.

              Comment


                #8
                well, asked MA again to double check with directors pointing to the directors duty to call an EGM on members request as per CA but it was confirmed again that my request for the EGM was declined. Seems they do as they please ....

                Not sure if they read the forum (hello if so) but seems that we have to go the longer route of sec 305 CA.

                Any chance for that happening at all, I mean having a meeting under sec305 that is respected?
                even following MrSoffit link above seems that a solicitor involvement is a must - any views ?

                thanks

                Comment


                  #9
                  Originally posted by Sahar View Post
                  Seems they do as they please ....

                  Any chance for that happening at all, I mean having a meeting under sec305 that is respected?
                  even following MrSoffit link above seems that a solicitor involvement is a must - any views ?
                  After many jaded years I've come to believe that the leasehold 'industry' relies on leaseholders giving up or feeling that it is not their place to question. The British disease - like queuing quietly and knowing your place.

                  A solicitor shouldn't be needed but in the end if they ignore you and even if you know you have lined all the legal ducks in a row and followed every step and have a full record etc, you will still be mere leaseholders and they could still be indifferent. Relying on you giving up.

                  You shouldn't need a solicitor to carry out the steps, just overview to ensure you follow them all. Able to advise on or write the formal sacking letter and get the old regime removed as directors from Companies House. After that the world is your lobster.
                  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


                    #10
                    Originally posted by MrSoffit View Post

                    The British disease - like queuing quietly and knowing your place.

                    .
                    MrSoffit, hats off to you, you hit the nail on the head !
                    this is quite close to to what I said to one of the neighbours, the English way of being too kind, and accepting any service charge amount/invoice because it must be right, right ?!?!?! Not that many in the block interested in challenging current arrangements at all it seems ....

                    but what do I know, only moved to this country 12 years ago, still learning, but MA hijacking the RTM definitely does not look right.
                    Now, when they do not play by the book I am more determined than ever to get it sorted out, for the benefit of my fellow Englishmen
                    Would appreciate any further advice, will try to PM you if you do not mind after having reviewed the other thread properly.
                    thanks

                    Comment


                      #11
                      hi

                      Just received a company "register" in a form of just members' surnames, not even a full name or address, is this what the
                      "register" should contain? Is it legal to provide this limited information to a properly formed request ?

                      thanks


                      Comment


                        #12
                        s113 CA 2006 = "Register of members" Quote/

                        "(1) Every company must keep a register of its members.

                        (2) There must be entered in the register— (a) the names and addresses of the members, (b) the date on which each person was registered as a member, and (c) the date at which any person ceased to be a member."

                        /endquote

                        Given the 'right to inspect' said register, said right is not subject to any redactions of the aforesaid register in the Companies Act. Otherwise a photocopy of the cover might suffice, no?

                        Bear in mind the point of a company members' register is to keep a reord to prove and to know who the registered members are and how to contact them to call meetings and give them their rights to vote, blah blah. Supplying surnames only sounds like somebody's being rather silly. There is mention of summary offences. Nothing worth having ever came easy.
                        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


                          #13
                          thanks MrSoffit, asked them again clarifying that I am after the register as defined in s113, will see what the response is to that.

                          On another subject, I want to get FTT hearing in relation to section 20 works charges. Not only MA selected a contractor where they are also a director, the quote for works is 50% higher that the cheapest quote obtained, but they also added 10%+VAT "management fee" on top, all this being not only a conflict of intereste but since the charge has all the marks of being "unreasonable" want to get FTT involved. I realise it is at a cost.
                          Question is who should I put as a Respondent on the FTT form ?
                          n the form itself is reads "this will not be the landlord's managing agent unless they are party to the lease" . But in this case it is MA, right ? or is it a board of Directors of the RTM (1 of whom is the MA).
                          The landlord is not involved here at all since this is RTM , correct ?

                          thanks



                          Comment


                            #14
                            going back to the original subject and the fact that the MA provided only members' surnames, not contact details.
                            Can an EGM be called if not all members were successfully notified, total members participating is less than 50% ?

                            thanks

                            Comment


                              #15
                              Originally posted by Sahar View Post
                              Can an EGM be called if not all members were successfully notified, total members participating is less than 50% ?

                              You have to make every effort to ascertain who the shareholders are. You have made every effort, therefore a meeting can take place. ( from what I have read on the internet )
                              But nothing to stop you going to where the shareholder register is kept and demanding to see it, and that they are committing a crime if they refuse you access to it.

                              Comment

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