Calling a Members meeting

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    Calling a Members meeting

    Hello
    I hope you are all well.
    I have called a members meeting and the directors instead of appointing one of themselves as chairman have instead appointed the accountant as the chairman for the meeting, I have pointed out to them that the Articles which are the Model articles by share state under item 4 that decision making regarding the appointment is to be made by the members and not the directors.
    In addition I can see that section 319 CA2006 states
    Sec319 Chairman of meeting
    (1) A member may be elected to be the chairman of a general meeting by a resolution of the company passed at the meeting.
    (2) Subsection (1) is subject to any provision of the company's articles that states who may or may not be chairman.

    I am in a pretty crappy situation as I am outvoted on practically anything, I called this meeting because the directors are refusing to address many including noise and parties issues at 3.00 am in the morning, the directors not paying their subletting fees plus health and safety issues and no repairing done to the building for years.

    So can a non member act as chairman at a members meeting and could it be a conflict of interest as the accountant is serving his own interests by acting as the paid accountant and is their best "buddy" so to speak!!!!

    All help and guidance appreciated.
    Thank you



    #2
    I would say no, it has to be a member of the company, as a member will have more idea whats going on at the property than an accountant.

    I would state that the chairman is appointed by the members AT the meeting.
    Don't tell them this, just arrive at the meeting, and when you can, but as soon as the words -- Mr accountant will chair the meeting- state, sorry, a chairman is appointed for this meeting by the members at THIS meeting.

    And an accountant has not only no knowedge of the infractions of the directors, not party to the many complaints directed at the directors, AND he/ she is not a member of the company ( I assunme the accountant is not a member )
    a) Just talk and say, "The members put forward Mr / mrs thingy, ( a member ) to chair this meeting".
    b) do I ave a second, and someone on your side says, "I second the motion"
    c) Then you have to say, sorry, "the members have chosen a Chairman".
    D) Mr accountant, please leave the meeting, and if you don't leave we will just ignor you if you try to railroad OUR meeting.

    Although the directors are the company, the shareholders hire and fire the directors.

    Please tell me and others what the agena is .. it's important
    Scan and post on here, less names etc. tonight

    But remember, a Chairman is only to keep order, keep thngs on track, and cannot ( should not ) be dishing out orders, unless it's something like, Mr accountant, shut up and sit down, you are not the chairman.

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      #3
      Thank you Ram I do appreciate your help

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        #4
        No the Accountant is not a member and the directors want to appoint him as the Company secretary as well at £1200.00 YIKES! plus his accountants fee!!!! £250.00 for submitting dormant accounts!

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          #5
          Just a thought RAM could the directors appoint him as their proxy and not turn up?

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            #6
            Agenda is that the directors are not acting in the best interests of the company and lack the required knowledge and experience to do the job, they have no idea what they are doing, we are proposing appoint a manger

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              #7
              Originally posted by Starlane View Post
              No the Accountant is not a member and the directors want to appoint him as the Company secretary as well at £1200.00 YIKES! plus his accountants fee!!!! £250.00 for submitting dormant accounts!
              Directors appoint a Co. Sec. ( The members may be able to appoint a Co. Sec, but it's not been researched by me yet.)
              £ 1200 is normal minimum for a Co. Sec.
              if Co. sec does 5 hours a week on average for 52 weeks ( has to be available 52 weeks if doing ALL the work instead of the directors )
              That's £ 4.60 an hour, minus paper, stamps, printer ink etc plus all the agro I get. Min wage is £ 10 per hour.

              accounts at £ 250 is cheap. still has to go through all the invoices, to verify the accounts were properly administered.

              Originally posted by Starlane View Post
              Agenda is that the directors are not acting in the best interests of the company and lack the required knowledge and experience to do the job, they have no idea what they are doing, we are proposing appoint a manger
              Yes Directors if members, can appoint ANYONE as their proxy.

              If Directors are not members, you cordially invite them to attend if they wish, but they have no votes if not members, and if not members, cannot appoint a proxy.

              WARNING.. The Directors can and will interfere with the Managing agents duties.
              A Managing agent should be able to run the property without directors poking there nose in, but in your case, expect Directors to control the agents,
              I have seen on this forum, 3 times, managing agents have cancelled their contract, as directors wont let them abide by the lease, laws, etc etc,
              I have sacked agents for not doing their job. Sued agents, issued court proceedings, but they always settle out of court. ( Must be my charm ? - I think not. )



              .

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