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

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    There is no excuse for a solicitor being rude, he should always act in a professional manner. I read the emails from the solicitor as acceptance that you acted within your rights. He appears to have acknowledged that the meeting was a formal meeting of members.
    He fears that resolutions have been passed and that litigation may be necessary which contradicts his earlier comments that the meeting was invalid.
    Was a proxy form completed and issued to you prior to the meeting for the other director?
    It was a formal meeting under s305 and the directors lost the opportunity to chair the meeting when they failed to comply with s304.
    It was up to the Company to give the special notice to the directors, who were aware of the resolutions to remove them as directors and had ample time to prepare for the meeting.
    You should prepare minutes of the meeting, there is no required format, you are only required to record the decisions and a brief summary of the proceedings. You cannot prevent the solicitor from preparing a different version of minutes. If he left the meeting, it will be impossible for him to prepare a full and accurate version of the proceedings.
    If you were appointed a director and the other directors were removed at the meeting, the minutes should record those decisions. You have been warned that litigation is likely to follow. In that event, the evidence of the manager will be crucial. If you have retained a recording of the meeting, did you inform the other members that a recording was being made or were they aware?
    You appear to have initiated some activity and at least the directors seem to be trying to bring the accounts up to date.
    You have stirred a hornet’s nest, where you go from here depends on your appetite for litigation and your willingness to bear costs on the basis that some at least may not be recovered. It is clear that you are never going to agree with each other. Your main problem is that you are a minority shareholder and you can be outvoted at any time. You would probably need to pursue your claim that the other members are not fit to act as directors.

    Comment


      I recorded but I did not tell the Director. It was for the purpose of writing the minutes.

      What is the terminology to say 1-6 were voted as “yes”after they had left the meeting.
      They then voted “No” to 7-11 when they returned an hour later. Is their vote valid if they had already left the meeting and declared it closed.

      On principle I feel I should follow this through and if they take it to litigation they have to explain the service charge arrears, they will need to disclose the bank statements, breach of Tribunal Order and, misleading Tribunal. Do you think I would be liable for costs with all they have to explain?

      Do I disclose the recording if they were not told I was recording. To be fair they left the meeting without allowing me to talk anyway so I did not get a chance to tell them.

      They will continue to disrupt the manager. The way they spoke to her was shocking.

      They did not complete or issue proxy forms.

      Comment


        What do I now say and provide to the breaches team to get the ball rolling?

        Companies House have already written to me several times to say they do not get involved in internal disputes in response to my many objections to the Strike Off and late filing. Are you sure they are not just going to say the same?

        I am still not convinced Companies House will do anything without a court order.

        Comment


          You should have made the attendees aware of the recording and it may not be admissible in court but you can use it for the purpose of preparing the minutes and you may refer to it if the minutes are challenged.
          If proxy forms were not issued to you as required in the notice, the solicitor did not have the right to attend or speak, it was a meeting of members only. If you allowed him to speak, it was out of courtesy only.
          You were entitled to act as Chair of the meeting, so neither the solicitor nor the other members had the right to declare the meeting closed. It is a matter of fact if you continued the meeting and allowed them to rejoin at a later stage.
          The minutes should record the decisions taken eg 1 it was resolved that A be appointed a director of the Company 2 it was resolved that B’s appointment as director of the Company be terminated etc
          There are numerous issues remaining, some relate to Company Law and some to Landlord & Tenant legislation. Whilst you have good points to argue, litigation can be lengthy and costly and there can never be any guarantee that you will recover all your costs. You need to consider also that their pockets appear to be deeper than yours and they may instruct a highly experienced barrister to represent them, which would make it more difficult for you to argue your points. You have won several issues, therefore you should be wary of an element of revenge on their part.
          Hopefully, the manager will understand the issues better now and support you but I would be wary about relying on her to provide evidence in court.
          The next stage would be to complete the forms and send them to the breaches team at Companies House. I would send a copy of the minutes of the meeting as well to support your case. You should explain that they should cancel the authentication code. You should include the form to terminate the appointment of the Company Secretary which the Company has failed to file.
          The official line from Companies House is that they do not interfere with internal matters but they will have to decide whether or not to accept the paper forms. You may need to obtain a court order to confirm the changes but you need to consider that the other members can replicate what you did and call another meeting under s303 and outvote you.
          Reading between the lines, I doubt that the previous agent held any monies at all, it looks like the directors withheld their service charges. The accounts will give you a better picture of the actual bank balance and the debtors when you receive them.

          Comment


            An oversight - I did not provide the statement about the proxy forms on my s305 Notice (Article 28) !!
            They had put it on their s.304 statement and the solicitor had told me he was acting as proxy for the Director.

            How does my oversight play against me now?

            #163 - "it is important that you comply with them.Article 28 states “In every notice convening a General Meeting of the Company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend, and, on a poll, vote instead of him and that such proxy need not also be a Member”. You can simply make the above statement and add that the proxy forms must be received by you by email by a certain date. That will leave the members to either create the proxy forms themselves or apply to you for the forms."
            #164 "This was finally added to their response which I assume complies to article 28. Shares are £1.00 not £10.

            " A Member of the Company is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at a meeting of the Company. The Company has a share capital, and accordingly a Member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him or her, or (as the case may be) to a different £10, or multiple of £10, of stock held by him"


            They have not provided copies of the Proxy forms, should they have done this? The solicitor sent an email tonight to notify that he is now acting as proxy for the Directors with Alzheimers."

            # 228 - "Was a proxy form completed and issued to you prior to the meeting for the other director?"
            # 229 - "They did not complete or issue proxy forms."


            Comment


              The notice of your meeting was invalid. The other members do not seem to have picked up the point and they do appear to have been aware that they could appoint a proxy. You can argue that only you have suffered from the omission, you are unable to inspect the proxy forms and so you are unable to disqualify from voting anyone who had not completed the form correctly. Was each member present or represented at the meeting? If so, you could say that the defective notice did not invalidate the meeting. Also at #227, the solicitor appears to accept that a meeting of members did take place. Your problem is that the other members could all decide that the meeting was invalid, refer to the notice and vote against you. It could be yet another matter for a court to decide. It could go either way, a court could rule against you or it could rule that the members had the opportunity to attend or be represented and did attend or were represented for at least part of the meeting and if they do not like the outcome, they can call another meeting.

              Comment


                1. Surely the solicitor was aware he was acting as proxy so should have sent the forms anyway. He had already told me he was acting as Proxy.
                2. Each member was present and the solicitor was acting as proxy for the other Director who has been diagnosed with Alzheimers.
                3. There are no other members to decide whether the meeting was valid or not because we were all there. There are only three members. Two were present and 1 member/director was represented by proxy - so that is all of us.
                4. I am writing the minutes of the meeting now, do I say the Directors were present or not because they attended late, stayed 5 minutes and tried to sabotage and take over the meeting. They then left the meeting and rejoined 1 hour later and again try and sabotage the meeting. They did not allow me to go through the resolutions with them. They would not answer questions and were rude and disruptive. It is clearly better that they did attend albeit for 5 minutes and then reappeared one hour later because, does that then confirm they accepted the meeting?
                5. It should also not be forgotten that the meeting was called for the common good of all the Members and for the RMC, to help resolve the stalemate and the breach of the Tribunal Order.
                6. The Directors in line with their duties must promote the success of the company so surely a court would question why they would want to be obstructive and declare the meeting invalid? .
                7. I passed resolutions 1-6 without them because they had left the meeting. They were 10 minutes late for the meeting stayed for 5 minutes to sabotage the meeting and refused to turn on their video, then left the zoom meeting. They then reappeared 1 hour later when I was at resolution 8.
                8. Resolution 8 - The Director, after a lot of arguing and rudeness, confirmed he would instruct the previous manage agent to arrange the bank mandates for all the bank accounts relating to the RMC to be amended to remove the current signatories and add the Appointed manager within 5 days. (I will not hold my breath).
                9. Resolution 9 - The Directors voted "No". They claim they are unaware of any service charge arrears despite the service charge statements confirming "service charges due from tenants" and the Director present at the meeting had signed the accounts off.
                10. Resolution 10 - The Directors voted "No"
                11. Resolution 11 - Any other business - the Directors refused to answer any questions put to them throughout the meeting and solicitor said only specific resolutions can be put at a meeting so they said Resolution 11. is invalid.

                Do I record in the Minutes the Directors sabotaging the meeting and leaving after 5 minutes to rejoin one hour later to again sabotage it.


                Comment


                  You will have to rely on the fact that all members attended or were represented at some stage and that the validity of the notice has not been taken up by the other members.
                  The minutes should record the facts, eg you chaired the meeting and it was a resumption of the previous meeting held on (date) which was adjourned. It should record the approximate times when members attended and left the meeting and the decisions taken whilst they were absent eg resolution 1 was passed, member A and the proxy holder for B joined the meeting, resolution 2 was rejected, member A and the proxy holder for B left the meeting, resolution 3 was passed, member A and the proxy holder B rejoined the meeting.
                  The minutes should be a brief summary of proceedings and factual rather than contain any opinions or observations or intentions.

                  Comment


                    If a Director of a RMC has 6 insolvency cases against his own business is he, in line with Company Law allowed to be a director of another Company. He has demonstrated that he is dragging the RMC down the same road.

                    I had always suspected he had restructured his own business and had transferred assets from the insolvent company to that of a new, limited company. He said he uses SPVs at the meeting, (on tape) which confirms it. He has the name of the receivers against his own flat so I suspect that asset will be held in a SPV.

                    Should someone like this be a Director of the RMC and is this an argument to have him removed if this goes to court.


                    Comment


                      Very good question, I would like to know the answer as well. Some people regularly create new companies, make them insolvent and start over again but Companies House do not appear to take any action. They seem to set a very high bar. There are solicitors who specialise in defending directors from disqualification proceedings so that does not help improve standards.

                      Comment


                        The Directors have significant service charge arrears but the service statement shows the income as a figure to reflect all service charges have been collected. Is this correct?

                        The balance of cash in the bank will also be incorrect if there is money owed for service charge arrears.

                        Should the service charge accounts record was is actually collected in income or what has been demanded even if not collected ?

                        Comment


                          The service charge accounts should reflect the actual bank balance and the actual service charge income and debtors whether demanded or not.
                          Surely the manager should be collecting all monies due to the RMC rather than starting afresh.

                          Comment


                            I will argue that point at Tribunal in a couple of weeks. The credit to my service charge account awarded from the S.27A hearing should not be dismissed to allow the Appointed Manager to start the accounts at zero while the Directors have significant service charge arrears.

                            The Directors are claiming they were not issued any service charge demands so due to the 18 month rule they are now not payable.

                            My response was as the Directors of the RMC, they knew the agreement with the Managing Agent was to collect service charges quarterly in advance so why had they not questioned it. My belief is the Directors had been sent demands but, because they run the trust account they just did not pay money in.

                            Comment


                              Originally posted by SHill View Post

                              The Directors are claiming they were not issued any service charge demands so due to the 18 month rule they are now not payable.
                              Ask them to explain that in front of the FTT, the directors have a duty to ensure that the RMC collects all service charge monies. Why did the agent charge you but not the directors? If the statement is true, the RMC has a claim against the agent for negligence and the manager should pursue it. It adds weight to your argument that the directors are not fit to run the RMC,

                              Comment


                                If the bank accounts have been closed, which will be the Directors response, so they can avoid amending bank mandates to handover bank accounts to the Appointed manager. Will the bank statements going back to 21.12.15 still be available from the bank so the Appointed Manager can obtain a court order to obtain them.

                                I am not sure if banks retains bank statements if the account is closed.

                                Comment

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