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

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    1.As a creditor of the RMC,( I am owed costs and service charge credits), how do I make sure I am on the list of Creditors.

    2. How do I object to an amendment to the Memorandum of Association. What notice do they need to give me?

    3. What is the process if the Company gets wound up? Who to, and how does a shareholder raise an objection to this.

    4. Would a variation to the lease to include the RMC running costs in the service charges be the answer to take control away from the Directors.

    5. The only way this RMC will work is to eliminate the Directors from the picture. If the RMC costs are service charges then they can at least be challenged at Tribunal for reasonableness.




    Comment


      I do not understand why the directors are not filing accounts and you should point out that they are incurring penalties which should not be payable by you, By filing the confirmation statement and holding an EGM, it suggests that they do not intend to allow the RMC to be struck off.
      I would use the meeting to try to obtain more information about their intentions and to leave the directors in no doubt that they cannot run the RMC as their own Company and that they have no control over the manager, which they do not appear to understand.
      You may be able to succeed removing the directors but I am not convinced that would be the end of the matter. the people you describe are unlikely to allow you to run the RMC as you wish. You have done remarkably well to achieve what you have so far, most would have given up a long time ago, but it is always difficult for a minority to alter the running of a Company on a permanent basis.

      Comment


        1 If it is not obvious from the accounts, you would need to ask for a list of creditors.
        2 The directors would need to give you notice of a meeting at which a special resolution is proposed. You may object but a 75% majority decision is sufficient to pass the resolution.
        3 There can be voluntary or involuntary winding up proceedings. They would involve notices being issued to members, creditors, Companies House and inserted in the London Gazette. You could object to Companies House.
        4 You have taken control away from the directors by the appointment of a manager..You can go further by pursuing your request for the FTT to appoint the manager as Company Secretary.
        5 The FTT has allowed the manager to charge Company costs.

        Comment


          The Directors have instructed a solicitor at probably £350-£500 an hour to hold the general meeting.

          1.What rights do they have to do this
          2. This is not a reasonable company expense
          3. How does a shareholder reject these costs to the company as not reasonable ?

          Comment


            1 They have the right as directors to arrange meetings of members. It is not unusual for solicitors, accountants or managing agents to attend a meeting. Do you know if the solicitor is holding the meeting? He seems to have said that he is attending as a proxy in which case the member who appointed him should be paying at least part of the cost.
            2 It may be a reasonable company expense, but.the amount may be unreasonable.
            3 You do not appear to be protected by the service charge legislation so you would only be able to argue in court that the charge is not payable.

            Comment


              What court application would be required to challenge Company costs.
              High Court or County Court?
              These endless challenges are so debilitating!!

              Comment


                Can I have your thoughts on this email from the Directors solicitor below. I apologise in advance for the lengthy post.

                1. You will see that they have already made the solicitor (Free Mason) Company Secretary despite requisition 6 to make the Appointed Manager Company Secretary. How much will solicitor charge for being Company Secretary!!
                2.They have canceled/postponed the meeting .
                3. I had suggested to hold a meeting over Zoom or MS teams but they have ignored this and you will see they had planned a Whats App group call (which now can't happen) which quite frankly is very unprofessional. They had done this because they thought it would not then be recorded.
                4. I could send them the Zoom Meeting invitation link anyway. There is no reason why a virtual meeting cannot take place .
                5. They are still objecting to me being Director. Do they have any grounds to block me?
                6. The Tribunal Order is 9 months over due and suddenly Director 1 has "at long last been successful in getting information from the previous Managing Agent ..........and it is hoped that most, if not all, of that information will be provided within the next two weeks or so. This is not accepted - they offer these promises all the time to delay and buy themselves more time.
                7. Requisition 6..." the Managing Agent should have any role within the administration of the Company. The managing agent is responsible to the company and no more." Is there any ambiguity in the Management Plan in this regard? I am just wondering why they believe they still hold onto any authority. You have already said the Appointed Manager will recover anything owed to the RMC and she answers to the Tribunal not the Directors.
                8. Requisition 7,8... they still claim they have no access to the accounts which makes them in breach of the Trustee Act.
                9. Is the Solicitor inviting me to correct my requisitions ...." At any rate, I am instructed that the Meeting is to be postponed until a date after the Government Restrictions are lifted. If in the light of what I have said, the Requisitioning Member may wish to reconsider the matters she wishes to discuss bearing in mind Section 303 (4)"
                10. I have provided my s.303 Formal Notice (as amended) by separate post.





                SOLICITORS EMAIL 14.03.21. 11.37am


                "Dear All

                As the requisitioning Member has forcefully pointed out, there are government restrictions in place. Director 1 would appear not to have the necessary Apps allowing him to dial in on a WhatsApp call and he cannot meet with me as I live in an area that is well outside the area in which he lives. We are both considered to be especially vulnerable and thus our own meeting together would be foolish as well as against Government Restrictions.

                The Board has accordingly decided that there is no alternative other than to postpone the meeting until after the Government restrictions been lifted.

                I would however mention that in the last three or four days Director 1 has at long last been successful in getting information from the previous Managing Agent that is and will be needed by the Appointed Manager to enable her more easily to take over the management of the servicing of the property and it is hoped that most, if not all, of that information will be provided within the next two weeks or so. This should allow most, of not all of the outstanding issues to be resolved without further rancour. The previous Managing Agent is aware that it faces litigation if it does not perform although, as I have said, the question of funding that litigation will have to be resolved.

                I have not mentioned this before, but this Meeting has been requisitioned by the requisitioning Member under Section 303 of the Companies Act 2006 and unless otherwise stated the reference to sections are to to sections of the Companies Act 2006.

                Thus it is appropriate that I should point out the following:

                Under Section 303 (5) it is provided as follows:

                “A resolution may properly be moved at a meeting unless-

                (a) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company’s constitution or otherwise).

                (b) [not relevant]

                (c) it is frivolous or vexatious


                Going through the resolutions sought:


                1. this will not be passed as the remaining shareholders will vote against;

                2. ditto

                3. ditto

                4. the Board has already made this decision

                5. I have already been appointed as company Secretary

                6. this will not be passed. The Board is considering to which address the registered office will be moved as soon as it is convenient to do so but it will not be the address mentioned. The majority of the Shareholders do not consider that the Managing Agent should have any role within the administration of the Company. The managing agent is responsible to the company and no more.

                7. this is frivolous as accounts cannot be filed until the previous Managing Agent has provided all the information necessary for the company to be able to do so and so it will not be passed and even if it were passed it would be ineffective

                8. ditto. The previous Managing Agent has already confirmed that neither Directors 1 and Directors 2 have any access to the accounts referred to. More information in this respect is being produced and so it would be best to defer this resolution in any event.

                Pausing there, we must refer back to Resolutions 1. 2 and 3. If these were passed, the requisitioning member would then be the sole director. In that event, the actions sought in Resolutions 7, 8 and 16 would be the responsibility of the requisitioning member to carry out

                9. this is not a resolution nor an item for discussion. It is a statement that may or may not be true but in any event for reasons above mentioned the present directors are unable to produce any bank statements

                10. ditto

                11. information regarding the accounts is now at long last being provided by the previous Managing Agent

                12. no clarification on this issue can be provided as the Board has already many times confirmed that it has no right of access to any of the accounts that have been set up by the previous Managing Agent

                13. this cannot be put to the meeting as it is too vague. The Requisitioning member does not state with whom such a meeting should take place. An Ordinary Meeting under section 303 has to be specific as to what is sought

                14. this cannot be put to the Meeting as the Appointed Manager is not a member of the Company and the Resolution is likewise too vague

                15. for the same reason this may not be put or acted upon

                16. this is irrelevant .

                Specifically, by reasons of sections 303 (5) (a) and (b) there are no valid resolutions which may be put to the Board

                This is not to say that a Meeting will not necessarily take place but in the light of the observations above made, the requisitioning Member , as proposer, may wish to reconsider her position.

                In any event, in the light of the actions that are now being taken by the previous Managing Agent , it would be premature at this point to have any Meeting.


                At any rate, I am instructed that the Meeting is to be postponed until a date after the Government Restrictions are lifted. If in the light of what I have said, the Requisitioning Member may wish to reconsider the matters she wishes to discuss bearing in mind Section 303 (4)

                Regards


                (Directors Solicitor)

                Company Secretary


                Comment


                  s.303 CA 2006

                  Sent by email 01 February 2021


                  Amendments to resolutions( sent 08.03.21 )

                  Dear Director 1 and Director 2

                  This is a formal notice in accordance with s303 Companies Act 2006.

                  I hold more than 5% of the voting rights and I hereby request that a general meeting of members of xxxxxxxxxx, in order to consider the following business and I think it would be useful for the Tribunal Appointed Manager, of xxxxx to join.
                  1. The requisitioning Member to be appointed a Director
                  2. Director 1 be removed as a Director
                  3. Director 2. be removed as a Director
                  4. the previous Managing Agent be removed as Company Secretary
                  5. the Appointed Manager of xxxx to be appointed as Company Secretary.
                  6. The registered office of the Company be changed from xxxxxxxxxxx address, to the Appointed Manager’s address be advised by the Appointed Manager.
                  7. The Director(s) to file the RMC Company accounts for the accounting periods ended 31 December 2018 and ended 31 December 2019 at Companies House forthwith.
                  8. The Director 1 and Director 2 comply with the FTT Order to provide the Tribunal Appointed Manager with the bank statements, consecutively from 21 December 2015 - to date for the following bank accounts and any other related bank accounts for the Company.
                  1. On 18 January 2021, Bank Manager cc. Director 1 were notified by email of the requirements of the Tribunal Order to provide the Appointed Manager with the bank statements which has already given them sometime to arrange this.
                  2. In the alleged lack of cooperation from the previous Managing Agent the Directors have had the opportunity and the authority to obtain the bank statements consecutively from 21 December 2015 for xxxxxx from the Bank or the Accountant. She has confirmed “The bank statements for the two bank accounts that we supplied you with are the ones that we prepared the service charge accounts from....we never had the bank statements that you are referring to” .
                  3. The previous Managing Agent have already confirmed they only ran account xxxxxx
                  4. The Directors to clarify why they had not disclosed to the Appointed Manager the service charge Trust account xxxxxxxxxxxx
                  5. In light of Director 1 expressed frustrations to both the Tribunal Judge and the Tribunal Appointed Manager, for the previous Managing Agent lack of cooperation being instrumental in the 7 month delay in the handover, it would be advisable and in the best interests of the company as a whole, for a meeting to be arranged at the earliest opportunity.
                  6. The Appointed Manager to raise any questions in relation to the bank accounts and to raise any other questions to assist her with setting up her management systems.
                  7. Any other business
                  8. In consideration of Director 1's condition, it will be necessary for Director 2 to respond within 5 working days, to schedule a Zoom meeting for the earliest possible date convenient to all parties.



                  Comment


                    Originally posted by SHill View Post
                    What court application would be required to challenge Company costs.
                    High Court or County Court?
                    These endless challenges are so debilitating!!
                    It would be the county court but this is the problem, you will have endless battles.

                    Comment


                      If they cancel the meeting, they have not complied with s304 CA 2006 and you may arrange a meeting at the Company's expense under s305 CA 2006. You can arrange it at a place convenient to yourself and you may arrange it via Zoom or Teams. You would need to start by issuing a notice of the meeting and giving at least 21 days notice of the meeting. The agenda and the proposed resolutions should follow as closely as possible to your original request for a meeting and making amendments only to provide clarification.
                      The voting intentions of members are not a valid reason to reject a meeting or a proposed resolution.
                      You cannot accept a statement that someone has been appointed Company Secretary when Companies House has not been informed.
                      There is no reason why accounts cannot be prepared and filed, estimations can be included if necessary.

                      Comment


                        They will have restructure a lot in 21 days. Cancelling the meeting is just so they can silencing me and give them time to strengthened their position. Maybe put an application in to vary lease, send out special resolutions to amend articles etc

                        Can I just send them an invitation for a zoom meeting for today same time. They would have no excuse to cancel the meeting. Zoom can done over the browser, no app necessary.

                        You have said don’t second guess but these characters don’t play with a straight bat. You have no option but to try and keep a couple of steps ahead.

                        Just wondering what are the continuous problems you anticipate if they were removed from office.
                        1. Director disqualification will ban them from being Directors for any other company as well.
                        2. They are in their 80’s so not going to around for long so better to sort of the disqualifications now. What happens when a Director dies.
                        3. What qualifications is needed to be Company Secretary?
                        4. Is the solicitor breaking any codes of conduct by allowing his clients to knowingly deceive. Tort of deceit. 5. Breach of trustee act (holding onto the service charge account)
                        6. Cancelling a meeting when zoom and Teams are available
                        7. Condoning victimisation
                        8. Not acting in best interest of company. Etc


                        Comment


                          Should I be responding today ( after 3pm which was original time of meeting?) saying they have not complied with s304 CA 2006 and I arrange a meeting for 05.04.21 at the Company's expense under s305 CA 2006.

                          Comment


                            You can consider hypothetical questions 24x7 but the directors are unpredictable, one minute they are holding a meeting and at the last minute they are not, they were aware of the lockdown when you requested the meeting.
                            Failing to hold the meeting weakens their position and hopefully will signify that they are losing control. I recommend that you wait until after 3pm and then advise them about your meeting but you need to issue a proper notice of the meeting including the agenda and the right to vote by proxy, You would control the meeting then and you could chair it.
                            The problems I am anticipating are that they are unlikely to pay service charges to you.
                            Your best hope is that they will lose interest due to their age and they will sell their properties.
                            No particular qualifications are necessary to act as Company Secretary,
                            The solicitor is acting on behalf of the person(s) instructing him and the difiiculty is that you have not seen the instructions and you are unlikely to have or obtain evidence that he is acting against legal requirements eg s42 LTA 1987.

                            Comment


                              The Directors are tactical and not honest unfortunately so it is finding enough concrete evidence against them to build a case.

                              Is there anything in law to refuse a leaseholder a shareholding of the RMC if they are being disruptive to the Company and other leaseholders?

                              Comment


                                I don't see that they can deny your right to be a member but I have explained before that they can issue additional shares or they can convert their loans into new shares in order to dilute your 25% share of the RMC but they would lose flexibility to withdraw monies from the Company so I doubt that they will attempt it.

                                Comment

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