Property Company Director V Company Member rights to vote..

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    Property Company Director V Company Member rights to vote..

    Hi. In a situation of a block of Leasehold flats. With each flat owner also a shareholder of the Freehold and with one vote and with one Director role.. What rights are shared by Joint owners of one of those flats. Obviously they share one vote. And only one can be the named as a Director. However are both equal members of the company. Do both have the right to be invited to and attend all meetings. Do both share the Director role equally, even if it is in one name only?

    #2
    Normally the shareholders can attend the Annual General Meeting only ; and theoretically only directors can attend Director's meeting.
    Some blocks operate informally and hold directors meetings allowing the leaseholders to attend ; and discuss building maintenance issues.

    Comment


      #3
      In the case of joint owners, both are entitled to attend meetings but they are only entitled to one vote, Sometimes, the first person named on the register is entitled to vote otherwise the joint owners may decide who actually votes,

      Comment


        #4
        Originally posted by eagle2 View Post
        In the case of joint owners, both are entitled to attend meetings but they are only entitled to one vote, Sometimes, the first person named on the register is entitled to vote otherwise the joint owners may decide who actually votes,
        So Joint owners can attend all Director meetings, if one is named as a Director?

        Comment


          #5
          My apologies, I was referring to meetings of members. In the case of directors, the Articles will usually state that one of the joint owners may offer to become and be elected a director in which case that person would be entitled to attend and vote at meetings. There is nothing to stop the directors from agreeing that non members may attend their meetings or part of their meetings as long as the voting is restricted to the actual directors.

          Comment


            #6
            Originally posted by eagle2 View Post
            My apologies, I was referring to meetings of members. In the case of directors, the Articles will usually state that one of the joint owners may offer to become and be elected a director in which case that person would be entitled to attend and vote at meetings. There is nothing to stop the directors from agreeing that non members may attend their meetings or part of their meetings as long as the voting is restricted to the actual directors.
            I'm still a tad confused. Do joint tenants have an equal right to their vote (meaning they must both agree, or at least discuss it). Yet only the named Director can attend meetings? In which case do votes need to be delayed while the absent Joint Tenant is informed?

            Comment


              #7
              You should ask which of the joint tenants wishes to become a director, you should then appoint that person as a director and file that information at Companies House. Only that person should be entitled to attend and vote at directors' meetings.

              Comment


                #8
                Joint owners refer to ownership of a leasehold flat, which is separate from the freehold of the building .

                The freehold title of the building is owned by the freehold company , and the shareholders of the company are the leaseholders of the flats.
                The director of the freehold company is usually the leaseholder of the flat . If the flat has "joint owners" , they must decide which one becomes the director and has the right to attend the meetings held for the directors.

                Company meetings for directors are valid if the number tending exceeds the minimum number ( quorum ). For important decisions, the vote of the absent director can be given to the chairman of the meeting.

                Voting at Directors meeting delayed by "absent joint tenant" does not happen.

                Comment


                  #9
                  Your situation seems serious. I don't work in any law department, but I'm sure you should start to look for one. Luckily for you, my nana just convinced herself one more time that https://ndandp.co.uk/director-disqualification/ are the best. She almost knows all the lawyers. It is fabulous and they are so nice. My nana solved all her problems in 2 days without any other wonders in her head. If you need some help, my nana could give you exact lawyer names. some of her favorites and absolutely one of the best in the whole country. I hope you solve your problems easily. Have a nice week!

                  Comment


                    #10
                    Originally posted by FAQthis View Post

                    I'm still a tad confused...
                    It depends partly on what the company articles allow (e.g. if they state that only directors can attend directors meetings, then that is what the directors should enforce), and partly on what the directors decide to agree to.

                    If the company articles don't say otherwise, the directors can agree to allow non directors to attend directors meetings and can also agree to delay votes until individual directors have consulted their co-leaseholder, their lawyer, or their goldfish - whoever they want to consult.

                    My personal view would be that directors meetings should be for directors only, and voting should only be delayed if the majority consensus is that the issue requires professional advice or should be opened up to members/shareholders who aren't directors.
                    There should very rarely be decisions that need to be made that directors won't have been aware of, and therefore able to discuss, prior to a directors meeting.

                    Comment


                      #11
                      The proceedings at meetings of members and directors of a private company are usually informal and quite rightly so. The question was whether or not joint leaseholders are equal members and they are not, they are joint members, so they should decide which one of them votes at a meeting. If each leaseholder has the right to be a director then again joint leaseholders should decide which one of them becomes a director,

                      Comment


                        #12
                        To put it bluntly. - irrespective of the setup

                        Directors Only attend Directors meetings --- end of.

                        Shareholders only attend A.G.M's ( With Directors present, Co. Sec, accountant, Managing + agent rep )
                        and or if a shareholders meeing is called. ( No directors need be invited )

                        Comment


                          #13
                          Directors can invite anyone they wish to attend their meetings eg, the managing agent usually attends and experts can be invited..
                          If a shareholders meeting is called and the directors are members, they must be invited to attend otherwise the meeting is invalid.

                          Comment


                            #14
                            Originally posted by FAQthis View Post

                            So Joint owners can attend all Director meetings, if one is named as a Director?
                            No. Read your company articles.

                            You are confusing joint membership and which of those two joint leaseholder's decide to be the voting member (given one vote per flat) at company meetings with directorships and directors' meetings.

                            Having kept an RTMC afloat for years I completely disagree with winging it informally and agree with RAM. The reason so many leaseholder companies are hijacked by managing agents and/or 'enterprising' directors is because company members don;t bother to learn or insist on basic company processes.

                            It doesn't matter how many people share a lease, only the cove actually appointed to be a director and registered at companies house is the director. Nothing to stop leaseholder members appointing all the joint leaseholders in one gaff to be individual registered directors along with all their kin and kin, and then they can all run the company by outvoting the other directors.

                            Otherwise you don't delay director voting while one director goes off and consults those still indoors back at home. What kind of company law is that?

                            The directors collectively decide who else can attend their directors meeting and in my experience it is very unwise to always invite the managing agent as the directors cannot then discuss company issues in private, which might well involve that the agent is a shower and needs replacing. Likewise inviting members who are not directors. This will disincentivize people taking on the legal responsibility of a directorship as they get to influence everything anyway, and in my experience non-directors can demand the loudest and walk away with no liability for the outcome.

                            It may be a caper overall but it is in the end a legal caper with consequences. Follow the book.

                            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


                              #15
                              PS. There is the fact that somebody who isn't a registered director but acts like a director, talks like a director and makes decisions like a director will be treated by the law as a shadow director with all the liabilities this entails. But nobody reads law in this caper, so it makes sense to keep it simple. Only let appointed and registered directors make company decisions at directors' meetings, and only let the members appoint the directors. Otherwise there will be much lamenting and gnashing of tooth.
                              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

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