MOA states the directors can appoint a chairman for meetings

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    MOA states the directors can appoint a chairman for meetings

    Hiya I am not sure if I should post this here or is there a company/corporate forum I should be posting on ?

    My question is regarding members meetings and voting as I always thought that only members can attend members meetings as they hold a share which gives the member the ability to vote. A member meeting was called and the accountant who is also the company secretary has been appointed by the directors to act as the chairman at all meetings , however he is the only one who does not hold a share. How can he be able to attend and cast the chairman vote when he does not own a share? What am I missing here? All help appreciated.

    #2
    You need to read what the M&A says about appointments, chairing and voting.

    Comment


      #3
      Thank you Section 20 z, they are the standard model articles MOA ...they state the following: Directors’ general authority

      3.Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company. Directors may delegate

      5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—

      (a) to such person or committee;

      (b) by such means (including by power of attorney);

      (c) to such an extent;

      (d) in relation to such matters or territories; and

      (e) on such terms and conditions;

      as they think fit.

      (2) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
      hairing of directors’ meetings

      12.—(1) The directors may appoint a director to chair their meetings.

      (2) The person so appointed for the time being is known as the chairman.

      (3) The directors may terminate the chairman’s appointment at any time.

      (4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it. 13. Casting vote

      13.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.

      (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

      Decision making by shareholders as follows: 39. Chairing general meetings

      39.—(1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.

      (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—

      (a) the directors present, or

      (b) (if no directors are present), the meeting,

      must appoint a director or shareholder to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.

      (3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.

      Comment


        #4
        Under primacy of clauses 12(1) says (for a director's meeting) a director must chair and this should take precedence over any delegation rights .
        However I have been through this scenario with a controlling director acting unlawfully and it ended up costing a lot of time and money.
        Companies House will do nothing to help and , in my case , the accountants and company solicitors resigned as it was all too dodgy
        Walk away if you can. ....

        Comment


          #5
          That sounds awful....sorry to hear that...I am still confused....as the directors want to appoint their company secretary who does not own a flat as the chairman of the shareholder meetings, its an important job, it should not be delegated to someone outside? So are you saying shareholders should chair firstly which is my understanding? before delegation?

          Comment


            #6
            Ignoring the 'articles' for the time being, there is no reason why an "outsider" shouldn't chair a meeting and, as long as they are willing to allow everyone to have a fair say, this shouldn't have any effect on the outcome of a meeting or on decision making.
            Voting is another matter. An outsider can't be given a vote just because they are appointed to chair a meeting.

            Comment


              #7
              In my opinion, if you request a shareholders meeting, for shareholders only, and make that fact clear, I would be saying, this is a shareholders meeting, and not a company meeting, and the shareholders will decide on a chairman.

              Comment . . . .

              Comment


                #8
                Originally posted by ram View Post
                In my opinion, if you request a shareholders meeting, for shareholders only, and make that fact clear, I would be saying, this is a shareholders meeting, and not a company meeting, and the shareholders will decide on a chairman.

                Comment . . . .
                That sounds completely reasonable - although I suppose that it depends to some degree on who is actually arranging the meeting.
                If the shareholders have requested that the directors arrange a meeting, it may be reasonable for the directors to decide who chairs the meeting.

                If the shareholders are arranging the meeting, then they get to decide all of the details (but within the rules allowed by the articles - as should be the case if the directors arrange the meeting).

                Comment


                  #9
                  Thanks you for all your points of view however I thought once a shareholder has asked the company to call a meeting and in particular calling for an AGM, the directors need to be notified, after that the agenda etc is to come from the members and so the directors who are also directors would then need to wear their shareholder hat and not their directors hat.....also how can the directors determine who can chair at a members meeting when that decision would need to be put forward by the members at the meeting as RAM says to vote on otherwise the non voting party is trespassing and has no right to be there apart form by invitation to speak when asked to do so. To delegate an important role to an outsider who has no understanding of the lease is not reasonable.

                  Comment


                    #10
                    However, Re Post number 7.

                    If there is no company, there are no shareholders. So Directors "May" be able to dictate "some" rules for the Directors to hijack the shareholders meeting.

                    It's normal that if a shareholders meeting is not given by the company after 28 days or so, the shareholders can do their own meeting.
                    I have argued that as the company refused to have a shareholders meeting, the shareholders had one themselves, and the company did not want to have a shareholders meeting via a general meeting, therefore the directors were barred from taking over the meeting.

                    It's known to me that once, directors would not answer any questions, and left the meeting. The shareholders carried on, and voted on the agenda, removing the directors. The directors came back to the meeting, being told they were no longer directors. ( They didn't like that, as you can imagine )
                    It went to court, and the judge ruled that if the directors left the meeting for 15 / 20 minutes, and therefore "Decided" not vote, the resolutions made in their absence, were valid.

                    It's a stcky wicket as they say, but I hold my ground.

                    Comment


                      #11
                      Originally posted by Macromia View Post

                      That sounds completely reasonable - although I suppose that it depends to some degree on who is actually arranging the meeting.
                      If the shareholders have requested that the directors arrange a meeting, it may be reasonable for the directors to decide who chairs the meeting.

                      If the shareholders are arranging the meeting, then they get to decide all of the details (but within the rules allowed by the articles - as should be the case if the directors arrange the meeting).
                      So haw can the shareholder call a meeting if the directors/who are also wont call a shareholder meeting? The CA2006 has allegedly done away with the requirement for private companies with shares to hold AGM's?

                      Comment


                        #12
                        Originally posted by Starlane View Post
                        ...however I thought once a shareholder has asked the company to call a meeting and in particular calling for an AGM, the directors need to be notified, after that the agenda etc is to come from the members and so the directors who are also directors would then need to wear their shareholder hat and not their directors hat.....
                        (Emphasis added)
                        Depending on the details in the articles, if "the company" is calling the meeting, the company are likely to be able to decide many of the detail (date, time, location and chairman potentially included).
                        However, if it is a shareholders meeting, being arranged at the request of shareholders, and with an agenda set by shareholders, there is probably nothing to prevent the shareholders putting a vote for the meeting chair as the first item on the agenda.


                        Originally posted by Starlane View Post
                        ...how can the directors determine who can chair at a members meeting when that decision would need to be put forward by the members at the meeting as RAM says to vote on otherwise the non voting party is trespassing and has no right to be there apart form by invitation to speak when asked to do so. To delegate an important role to an outsider who has no understanding of the lease is not reasonable.
                        Firstly, the articles you quote allow directors to appoint a chairperson who, under section 39, would then be allowed to chair general meetings.
                        The chairperson would also be there under invitation (from the directors), so would not be "trespassing" and, as chair, would have been granted the right to speak - at least as much as required to fulfil that role.

                        I see no reason to assume that the accountant would have no understanding of the lease, or any reason to assume that a good understanding of the lease would be essential in order to chair a meeting discussing aspects of the lease (although I do think that it would potentially be useful).

                        What may not be reasonable is to expect leaseholders to pay for the accountants time when any meeting could be adequately chaired by someone who would not be expecting to be paid for their time (but that's an entirely different argument).

                        Comment


                          #13
                          Originally posted by ram View Post
                          However, Re Post number 7.

                          If there is no company, there are no shareholders. So Directors "May" be able to dictate "some" rules for the Directors to hijack the shareholders meeting.

                          It's normal that if a shareholders meeting is not given by the company after 28 days or so, the shareholders can do their own meeting.
                          I have argued that as the company refused to have a shareholders meeting, the shareholders had one themselves, and the company did not want to have a shareholders meeting via a general meeting, therefore the directors were barred from taking over the meeting.

                          It's known to me that once, directors would not answer any questions, and left the meeting. The shareholders carried on, and voted on the agenda, removing the directors. The directors came back to the meeting, being told they were no longer directors. ( They didn't like that, as you can imagine )
                          It went to court, and the judge ruled that if the directors left the meeting for 15 / 20 minutes, and therefore "Decided" not vote, the resolutions made in their absence, were valid.

                          It's a stcky wicket as they say, but I hold my ground.
                          RAM...what do you mean when you say " if there is no company?"

                          Comment


                            #14
                            See my sparce page at http://ram2.hostbyet2.com/
                            on how to call a meeting. - see meetings.htm

                            I succesfully got one going for a few members on here, no problem.
                            Shareholders can call for general meetings / AGM;s -- and if directors / agents / freeholder refuses, then shareholders can call their own.
                            It does NOT have to be an AGM.

                            I'ts all in the Companies Act 2006. see 302 to 313
                            CompanysAct2006.pdf

                            The site quotes a previous issue in meetings.htm - but still applicable.


                            Comment


                              #15
                              Originally posted by Macromia View Post
                              (Emphasis added)
                              Depending on the details in the articles, if "the company" is calling the meeting, the company are likely to be able to decide many of the detail (date, time, location and chairman potentially included).
                              However, if it is a shareholders meeting, being arranged at the request of shareholders, and with an agenda set by shareholders, there is probably nothing to prevent the shareholders putting a vote for the meeting chair as the first item on the agenda.



                              Firstly, the articles you quote allow directors to appoint a chairperson who, under section 39, would then be allowed to chair general meetings.
                              The chairperson would also be there under invitation (from the directors), so would not be "trespassing" and, as chair, would have been granted the right to speak - at least as much as required to fulfil that role.

                              I see no reason to assume that the accountant would have no understanding of the lease, or any reason to assume that a good understanding of the lease would be essential in order to chair a meeting discussing aspects of the lease (although I do think that it would potentially be useful).

                              What may not be reasonable is to expect leaseholders to pay for the accountants time when any meeting could be adequately chaired by someone who would not be expecting to be paid for their time (but that's an entirely different argument).
                              Thank you for that Macromia, that is one of my points, the directors/members want all the company costs paid by all the members yet wont hold an AGM, wont let us see the accounts, wont provide service charge accounts by the same accountant who is now the chair and wont answer questions put to them. They wont pay a penny for any repairs, no repairs and services have been done/provided for 7 years

                              Comment

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