Who can become a director of a RMC?

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    #16
    Hi,

    Our articles state 'no person who is not a member of the company shall in any circumstances be eliglible to hold office as a director', you've stated that there is no similar restrictions in yours.

    You should also look at regulation 93 of your articles, it would appear the person has to be nominated by another member in writing and the person nominated also has to give notice of their willingness to be elected in writing by certain time scales.

    Have you asked the MA to explain why they are not putting her name forward to be voted for at the AGM?

    As #11 said your company should still be holding an AGM, see regulation 47.

    Comment


      #17
      Hi Foss

      Our A of A under the Directors heading has 6 items listed 11 to 16

      11a deals with clause 75 Table A not applying to the company.
      11b number of directors, minimum2
      12 deals with clause 84 Table A
      13 Clause 87 does not apply
      15 Clause 88 unsound mind
      16 relates to Clause 106
      14 Clause 86 directors don't have to sign their names

      The other headings in our A of A are, General Meetings and Resolutions, Borrowing Powers, Accounts, Indemnity, and Income and Property. I can't find anywhere where it says you need to be a member of the company to be a director.

      In the Preliminary section of our A of A it states 3b. " A subscriber may transfer the share subscribed by him to a person who is not a dwellingholder nominated by him in writing to succeed him as a member". Am I correct in assuming this means the daughter who owns the flat mentioned in #1 can transfer her subscribed share to her mother who actually lives in the flat. It's the mother who wants to be a director.

      Regarding reg 93, I have only seen one new director elected to our board and that was done on a simple majority vote at an AGM. I know no letters were written.

      No names have gone forward to the MA yet, we are still at the preliminary stage.

      I'm sure the MA said a few years ago that we are no longer required to hold AGMs.

      Comment


        #18
        Hi,

        If no modification is shown to regulation 88 requiring a director to be a member, then anyone that meets the requirements of regulation 88 can be nominated and consent to act to be a director.

        Therefore 3b in the preliminary section should have no bearing, others may offer a different view.

        The RMC is governed by all of Table A CA 1948 (as amended by CA 1967 to 1980) and any excluded or modified regulations seen in those filed at Companies House.

        When submitting names to the MA I would follow the procedure set out in regulation 93 unless it has been excluded or modified.

        Has regulation 47 been excluded or modified under the heading 'General Meetings'? If not the RMC should still be holding an AGM.

        Comment


          #19
          I'll look into going the reg 93 route. It's not mentioned in our A of A so has not been excluded or modified. Not sure MA is even aware of it.

          No mention of Reg 47 in our A of A but still think recent regulation has made AGMs no longer compulsory for RMCs.

          Thanks for all your help fos.

          Comment


            #20
            A Company should always comply with its Articles so if regulation 47 of Table A applies, it should still hold AGMs. It needs to amend its Articles if it does not wish to hold AGMs any more.

            Comment


              #21
              Amending of the Articles:- can directors/MA take this decision alone without consulting the other members of the company or does it need to be agreed by a majority of all shareholders?

              Comment


                #22
                Just found out a special resolution needs to be held to change the Articles and passed by a majority of 75% or more.

                Comment


                  #23
                  Yes, a meeting of members must be arranged to change the Articles, a special resolution must be proposed.and 75% of members voting is required.

                  Comment


                    #24
                    Referring back to my original post, who can be a director, I noticed this from Table A :-

                    77 The shareholding qualification for directors may be fixed by the company in general meeting, and unless and until so fixed no qualification shall be required..

                    How could I find out if this shareholding qualification has ben fixed at some point in the past, will it be written down somewhere?

                    Comment


                      #25
                      You can ask to inspect the minutes of the meetings of members.

                      Comment


                        #26
                        Company goes back to 1983 so if any decision on this was made it would have been in the early days of the company. I doubt those early minutes will still be available.

                        If they had made a decision on this, wouldn't it have to have been registered somewhere or else what proof would they have?

                        Comment


                          #27
                          The Company should retain details of resolutions passed by the members even if the minutes are no longer available, If the Articles have been changed in any way, a copy of the amendments should have been filed at Companies House.

                          Comment


                            #28
                            Hi All

                            My first time and very possibly only post so feel free to charge back at me. (feel free to disagree) I am sure I posted in wrong place.

                            I read many posts like this one feed on many topics on this forum.. The trend of sacking the Directors, those useless Directors is a theme along with useless managing agents. Yeah I can understand and relate to that

                            There seems to be a power rush or guns all blazing raw attitude to some posts and yes I get it and why people are like this. but some of the comments are silly. Yes people pointing to articles and laws and lease are all good but lets live in the real world please.

                            I am Leaseholder and RMC Director and I tell you the power rush wears of very quickly when Director. The gigantic responsibility will hit you and the fact you don't really control anything your just fighting fire..

                            I have done over 6 AGMs and 3 EGMs and rarely do I get enough people turning up to get anything really real done. nope. in the time I worked the role 2 meeting total is all I had enough in to meet the quorum. That purely because people turned up for other reasons and care for nothing else things like buying carparking space or shed or putting up satellite dish .

                            Have I seen past directors do thing slightly wrong yeah, but they kept the block going and they were acting in the block interests. Many leaseholder won't do their part until annoyed or want something thats when they start look at the lease and calling us name or trying bribs,

                            I have sacked two Management Agents in 6 years, its a nightmare you have to pick up all the pieces and get things back on track and take stock of the what not been done and yes your the one sueable. I cannot say this enough

                            I done 146s I done 4 Section 20s I had people reporting me to the press for doing my job only for it to be throw out.

                            I have brought our tiny block back from the brink and had car park wars and satellite dish rows, I had hate mail hate telephone calls and the very next day I have to respond to those individuals fairly and without prejudice and with smiles. I had people try and sue me and I won every case but there is a toll on you. Hours of work, hours of emails hours or checking paper work. Managing agents useless pass the buck look at Grenfell.

                            I get my buy to-let landlords whine at their bottom line and residents who just don't read anything I send. They want money for holidays over sensible maintained communal areas comes second to nice cars and nice flats and bottom line (again). I live in my block every time I walk out I am director first resident second. every choice I make is block lease oriented and I have screwed my self so many times to be fair and just to the block. I made choices I don't give a dam about personally but as a director I have too..

                            So I understand when directors close off to their Leaseholder its accepted that any leasehold block 10-20% of any block will not agree with the Directors and will either want their job to suit themselves then to hide behind management companies and do the same very thing they accused current leadership of.

                            I have gripes that the section 20 law set in 1985 is eqv to around £750 today and still we have to the £200 rule which is nuts. Yet I agree with the section 20 principle I agree with being held to account by the shareholders. I seen Management companies offer lower setup fees to hook you, then make commission on works and on insurance and sometimes on communal power. You will always as director spend more hours on your block than your management agent. Remember your Property manager is managing 25 other blocks on average. They will never visit your block in the year. Staff don't stay put so you then have to repeat everything

                            I seen fire certificates not worth the paper they written on. I seen jobs that should take 3 days done by contractors in 3 hours and the agents pay before inspection.


                            More directors is not better my father is a block director and leaseholder he's been it for 10 years he hates it he wants to quit as one of three directors. The one lives in France and does not give a ****, the other one who lives in the block and is incompetent and so he cannot quit because the management company would leave,. They pass it all to him.

                            So why I am saying all this to all those budding Directors, if your pissed with your directors hold them to account and do the Tribunal and get out of paying the service charge for improper procedure its worth the £500. If your director is not talking to you its because they know not enough of the block disapprove enough to overthrow them, Yes is wrong.

                            I seen a block with 300 units constantly have additional levy at end of year as they have gone over budget and its in the £1000s i have seen a small group all whine over it and get someone to lead the removal of the developer and do rtm so tell me why when the crucial AGM on the matter is called only one person of 300 turns up.

                            Lastly if your a director you must lead and take the punches and have your years screwed with, whoever your management company is you have to watch. I would say being a director is the absolute last resort . The better idea is make efforts to move to your own home a far better use of your time. Being director is like standing next to the gallows with the crowd in front shouting down with tyrants. . I could vote Edmond Burke

                            Again Votes and AGMs are a joke people never turn up. Leaseholders have a role often which they don't perform,.

                            I commend those who say look at the lease and the Articles but those who need to ask this on here are far from director capability, what you think and dream off life a being a director is a big bubble about to pop.


                            Also my biggest annoyance I don't get paid, the management company do yet, I work harder than them and I am Sueable.(did I mention that) Also I cannot sell my flat unless someone replaces me and for that I need quorum.

                            . Cave Quid Optes


                            Get out of your block not in the directorship.

                            Rant over







                            Comment


                              #29
                              Originally posted by Petey94 View Post
                              Also I cannot sell my flat unless someone replaces me and for that I need quorum.
                              I feel for you, I am in the same boat x 2.
                              One place, the directors refuse to pay service charges, if they don't like my proposed service charges.
                              Refuse to fix window leaks, causing possible ceiling faults in lower flats.

                              You can sell your flat and you just resign, the day you leave..
                              If you are the only director, you tell all shareholders that unless they get in a managing agent, and a new director, they may lose the freehold and be unable to sell their flats --- simple, just resign.


                              Comment


                                #30
                                Originally posted by Petey94 View Post
                                Hi All

                                My first time and very possibly only post so feel free to charge back at me. (feel free to disagree) I am sure I posted in wrong place.
                                Many thanks for your post, it makes fascinating reading, Not many directors take their responsibilities as seriously as you do, they seem to be more concerned with obtaining the title of "director". There are some directors who have been cherry picked by the managing agents so that the management agreement will be renewed each year.

                                I recommend that you take the time to appoint the right managing agent and ensure that you do not agree to their standard agreement, instead you spell out at the outset how you want the building to be managed, That way you should be able to reduce your involvement and stress levels. You should aim to have no day to day involvement and instead supervise the managing agent, Monthly and possibly quarterly meetings with the managing agent should be sufficient to ensure that the block runs smoothly.

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