Removing a director

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    Removing a director

    Hi all.

    The residents management company is currently being run by a director who is very uncooperative. After 2 years of asking for a meeting, asking for copies of accounts, the insurance policy, just anythings in relation to the limited company, he refuses and continues to be very difficult.

    After finally being set up as another director, which was painful in itself, I called an AGM and he didn't show up. However during the meeting, the majority voted and agreed to remove the director because we are so unhappy with his behaviour and worried because our flats are being damaged by leaks because the building isn't being maintained.

    I contacted the accountant (who generally refuses to speak with me too) and asked him to remove the director because we have majority vote but he said because I haven't followed the procedure correctly, he can't remove him as this is illegal.

    Although I'm a director now, i still have no access to funds or insurance or anything. I dont know anything about how the company is being run. He still refuses. The majority have voted that we dissolve the company and start again.

    There isn't anything in the articles about removal of director.

    Please can someone kindly advise. Any advice would be great. Why can't we remove him with majority vote? What do we need to do to remove him??? How do we dissolve the company?

    Im so stressed with this and just wish it was easy. My flat is becoming so damaged.

    #2
    You can arrange a meeting of members but you must include on the agenda that you intend to remove the director. You must give special notice to the director that he is subject to the vote and you must allow him to make a statement at the meeting, Make sure that you have the minimum number of directors afterwards as stated in the Articles, otherwise you may need to appoint someone else at the same meeting.

    Comment


      #3
      Yet another post from an RMC unable to maintain a property with a stressed out lessee spending time and money desperately trying to sort matters out
      I suggest the OP write to his MP and demand the legislation be changed.

      Comment


        #4
        Removal of a director


        For the steps that must be taken to remove a director you need to read up on some Company law and follow the right process and procedures. You also need to check your Company Articles about appointment /removal and quorum required. Removal from office

        Resolution to remove a director

        A director may be removed from office by ordinary resolution of the members passed at a general meeting of a company before the expiration of their period of office and notwithstanding anything in any agreement between the director and the company, pursuant to section 168 of the Companies Act 2006 (CA 2006). For a sample ordinary resolution to remove a director from office

        Shareholder activists may propose the removal of a director (or the entire board of directors) if they feel that there have been leadership or corporate governance failings. An activist shareholder may requisition a resolution (whether by requisitioning a general meeting or by requiring a resolution to be put before a company's annual general meeting (AGM)) for the removal of a director and appointment of a replacement. For details on requisitioning a general meeting and requisitioning a resolution at a company's AGM, see your Articles general meetings (including AGMs)—members’ rights.

        Comment


          #5
          In addition, s169 CA 2006 gives the director the right to protest against his removal,

          Comment


            #6
            Originally posted by LaraJara21 View Post
            I called an AGM and he didn't show up. However during the meeting, the majority voted and agreed to remove the director

            .... The majority have voted that we dissolve the company and start again.

            ...There isn't anything in the articles about removal of director.

            Please can someone kindly advise. Any advice would be great. Why can't we remove him with majority vote? What do we need to do to remove him??? How do we dissolve the company?
            As said many times on this forum, you can't remove a director at an AGM. You have to follow the Companies Act 2006 and call a 'special notice' meeting, give the miscreant due notice, wording of the resolution, and an opportunity to respond in writing and verbally at the meeting to the grounds before the vote. Best to give grounds that don't end up in a libel case, mind. Then you can remove 'him' (or her) by majority vote if the meeting is quorate and validly called.
            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


              #7
              A note from cynical experience. It seems to me that you have a stressful burden and unfairly you are having to do all the work.
              Others will be happy to sit in the background and benefit from your work.
              Insist that at least 3 other people become directors. Threaten to resign, and do so, if you are not supported.
              I read too many times of conscientious people being taken advantage of by people happy to grips in the background. However, flack and work is left to someone else.

              Comment

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