Directors of rmc have breached the s.24 tribunal order to hand over management

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    Strictly you should have waited 30 minutes for a quorum to be present. All you can do is adjourn the meeting until next week. I suggest that you state clearly that the meeting will proceed next time so that there can be no doubt for the other members. I also suggest that you try to persuade another member to attend. If that is impossible or you are unsure, I suggest that you invite a non member to attend so that there are 2 persons present at the next meeting.


      I did wait 30 minutes and took a photo of the zoom screen showing the time.

      I will notify them that I will reschedule for next week same time same place and will state that the meeting will proceed next time so that there is no doubt.

      The only members of the Company are myself and two directors.

      If they show up at the next meeting it will be me, the Director and the solicitor as proxy for the other Director with Alzheimers. There is no one else who can attend. There will be two other people apart from me at the next meeting if they turn up.


        Can you confirm if there is a section in the Act that confirms that the meeting under s.305 can be rescheduled for next week because they failed to attend.


          There is a clash between s305 and your Articles, so it is best to give the other members fair warning that the meeting will proceed next time. I suggested another person attends in order to confirm the proceedings but you can record the meeting if you prefer.


            Thank you
            Can you explain where the clash is please.


              The Articles state that you need 2 members for a quorum to be present and I am anticipating that the other members will raise an objection, so I recommend that you give them notice that the meeting will proceed next week even if they do not attend. It is your decision, you may well decide that there is every chance that legal action will be taken in any event.


                I have rearranged the meeting for same time next week.

                There are three members of the RMC in total, so if I attend and the solicitor as proxy, for the Director who is not fit for office (Alzheimers) then that is the 2 members for a quorum.

                The solicitor did advise that the other Director would also be attending the meeting they called (albeit not within the deadline) on 6th April 2021 so I assume he will attend next week if they are planning to show up.

                I have also requested that the Appointed Manager attend; I think it is important she shows she has endeavoured to resolve matters prior to the Tribunal hearing in May 2021. To date she has not demonstrated any interest in joining the meeting to help address the issues.


                  I agree that it would be better if the manager attended but perhaps she considers that she needs to remain independent as she reports to the FTT. Also she probably expects a heated argument and she does not want to become involved.


                    The manager has agreed to attend the rearranged meeting I said it would be good to demonstrate that we have all endeavoured to resolve matters before the Tribunal hearing in May.

                    The directors solicitor on the other hand has responded as follows to my rearranged meeting:-

                    “I write to you as secretary of the Company and you should accordingly write to me at the present email address.

                    The Director has passed to me your email to him. I am surprised at its content. I sent an email of advice to the Directors yesterday and I copied that email to you. It has not been returned marked as undelivered and so I can reasonably assume that you received it. Whether or not you chose to read it, of course, is a different matter but if that is the case then that is not my problem.

                    Anyway, for all and any of the reasons expressed in that email, you have no right or power to requisition any meeting of the Board of Directors, whether by Zoom or otherwise. You have lost the opportunity to do so. You appear to pretend to a substantial knowledge of Corporate Law and I would not presume to teach you the same. But with respect, you clearly do not seem to understand the meaning of what you claim to know. But again, it is not my duty to teach you what you do not know. You can therefore safely assume that no meeting will take place as you attempt. It would be unlawful and a complete waste of time. I ask you, once more, to reflect on the meaning of “frivolous and vexatious”.

                    If you are still determined to pursue this approach, I respectfully suggest that you start again. It will, again, be a waste of time but that is your privilege. You will get no alteration in the approach of the other shareholders.


                    (Solicitors name )


                    (Company Name)”


                      It is good news that the manager has agreed to attend the meeting, she will be able to corroborate that the meeting takes place.
                      It is up to you whether or not to respond to the solicitor, you have no obligation. He is clearly unfamiliar with Company Law. If he were, he would ensure that his appointment was recorded at Companies House. You are not attempting to hold a meeting of directors, it is a meeting of members. It is clear that the directors have failed to call a meeting of members as required under s304 and you have every right to arrange a meeting under s305. You are holding the meeting within 3 months of your request so you have not lost the opportunity to arrange the meeting as he suggests.
                      No doubt the proceedings and decisions taken at the meeting will be challenged or ignored and so you should be prepared for legal action to follow the meeting.


                        When you say “you should be prepared for legal action to follow the meeting.” Is that me taking legal action and what action should I be taking ? - Director Disqualification?

                        Would it be advisable to respond to his email to point out my right to hold a meeting and to let him know I am proceeding with a meeting or just proceed anyway.


                          Am I obliged to let the Directors know prior to the meeting that the Manager will be attending. They were adamant that she should not attend so I was not proposing to say anything, and I also do not want to give her any opportunity to pull out.


                            I am just anticipating that they will not accept the validity of the meeting anyway.

                            It is up to you to decide whether or not to respond to the solicitor before the meeting, I would wait until after the meeting when you have appointed someone else as Company Secretary at which stage he has no authority to claim that he is an officer of the Company.

                            There is no obligation to contact the directors again prior to the meeting, you have informed them that the meeting will proceed this time. You are right, they may well try to persuade the manager not to attend if they are given advance notice.


                              What is the process to appoint someone else as Company Secretary after the meeting. The Directors are not going to accept the validity of the meeting in any event so where does it go from there?

                              I have no access to the Authentication code for the Company.
                              Companies House is not going to accept a Member filing a paper form to change the Company Secretary or accept my word to say the Directors are in breach of the S.305 of the Companies Act.

                              Surely it would need an order from the court to change the Company Secretary.


                                The members may appoint a Company Secretary at a meeting of members. Assuming that the resolutions are passed, I suggest that you complete the paper forms AP01 and AP03 after the meeting and post them to the breaches team at Companies House together with an explanation of the s303 request, the failure of the directors to comply with s304 and the meeting arranged under s305. I also suggest that you ask them to cancel the authentication code and supply them with evidence that the registered Company Secretary is no longer acting and the failure of the Company to comply with s276.
                                As previously explained, I suspect that there will be legal action at some stage, either by you or the other members so your actions now should be taken with that in mind.


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