Removing RMC Directors

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    Removing RMC Directors

    Hi
    I would appreciate some advice on the comms to start the ball rolling on this process. We had 4 directors of our RMC, 1 stepped aside last year when moving out although that hasn't been communicated to anyone and the remaining three refuse to engage with the other residents, they rarely answer queries, hold no meetings, won't provide any information on service agreements and allocation of funds beyond what the managing agent issue, and when asked last year to step aside, they refused while acknowledging they know communication is not great. The Articles and Mems don't provide voting out options, eventually (after 3 months), the managing agent confirmed my understanding of company law supporting this request and responded with the following:

    "The process that is being referred to is a combination of the ss.168 and 303 Companies Act 2006. Section 303 gives members (representing 5% or more of the voting rights) the right to require the directors to call a general meeting of the company and stipulate any resolutions to be proposed at the meeting. Section 168 allows for a director to be removed by ordinary resolution (provided special notice has been given).

    As such the first step is for the members (representing 5%+) to write to the directors asking that they call an AGM for the purpose of tabling resolutions to remove the directors and presumably appoint new directors".

    So 5% of us want to get the ball rolling, what is the best way of putting this request to the RMC board, I know the law is very fussy about the protocols and I also know they will not be happy with this request. Should I engage with Companies House on their unwillingness to engage with other members as to me this renders them incapable to represent the population?

    #2
    Originally posted by Focus View Post
    Hi
    The Articles and Mems don't provide voting out options
    More information is really required.

    How many members?
    Model articles or Table A? You may find that which ever you come under that the voting out options are contained there.

    IMO I wouldn't engage with CH.

    Does the MA act as the company secretary as well or do you even have one?

    Dependant on the number of members and if no maximum number of directors stated in the articles, it may be easier to appoint more directors, preferably 4.

    Comment


      #3
      A s303 request is simple, you just request the directors to call an EGM and state the nature of the business to be dealt with at the meeting and the wording of any resolution which you propose eg 1 the appointment of A as a director 2 the appointment of B as a director 3 C's appointment as a director be terminated etc. You would also need to comply with any other section of the Articles eg if a member needs to be nominated by another member in order to be appointed a director. You do not need to be concerned about special notice, it is for the Company to allow 28 days before the date of the meeting.

      As you say, you need members with 5% of the voting rights to support the request. You also need to authenticate the request, so each member should either sign the request or make a similar request and identify himself/herself. Emails are sufficient,

      When you state that you moved out, are you still a member?

      When you resigned as a director, was Companies House informed? That would be the only reason to notify them by completing a TM01 form, they will not get involved with internal Company matters.

      Comment


        #4
        Thank you for your feedback
        fos333 It operates under Model Articles with no provision for voting out members, and the directors stated it is only their decision if they leave (I think they have since figured out that is not the law), 32 members.
        The MA acts as Company Secretary.
        eagle2 I have not moved our nor am I a director, the person who resigned is still a member. The articles provide for appointment of directors by ordinary resolution or by agreement of the existing directors (there are no circumstances in which the existing directors will appoint anyone else, they ignore all of these suggestions). Do you have to have new names to nominate at the same as requesting removal? I understood from another thread that you can request a vote to remove them, then nominate or have holding directors until a more robust process can be agreed. At the moment, the atmosphere is very toxic, one of the directors is very aggressive and people are afraid to speak up.

        When the vote outcome is based on a majority, is that a majority of people who vote or a majority of those entitled to vote regardless of whether they vote or not?

        Comment


          #5
          The members can always remove a director by a simple majority decision of those voting.
          If the Articles state only that appointment is by ordinary resolution, it is a simple majority vote.

          Comment


            #6
            Apologies, I missed one of your questions, You cannot remove all the directors, you must always leave the minimum number if there is a limit set within the Articles or at least one director otherwise. A director may resign at any time, subject only to the Company having the minimum number of directors.

            Comment

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