AGM cancelled.

[Gordon999]

You need to study the service contract for the managing agent and check what notice period is required to be served for terminating their services.

You should also be ready to sign with another managing agent who complies to RICS Residential Management Code v. 3

[Grumio]

Thanks fos333, we have been appointed by the director who is backing us. The next step is to call a meeting to have a vote on whether or not we’re going to keep the managing agents. Still haven’t heard from the other two directors. They have been given enough opportunity to take part but have ignored us since day one.

[fos333]

if we have to follow the process you are suggesting, as there are 2 out of 3 directors blocking the process, we will never be able to sign up any directors again.

If you follow the correct process you will be able to out vote the 2 directors that are blocking your way and if you really wanted to, then remove them as directors in the future.

In post #1 you stated you have 90% backing from the other shareholders, how many flats are at your block/estate?

If you have decided not to continue with your duly called AGM then restart the process again. eagle2 gave you the process in #4, the agenda; for election of new directors (given by Gordon999 in another thread)

Whether you need another member to nominate the member wishing to become a director will depend if regulations 73 to 80 still apply.

[Grumio]

Gordon999,

As far as I know we have never held any meetings to appoint directors. The only rule that has been followed since the company was formed was to allow residents to become directors if they wanted to get involved. No meetings, EGM or AGM, has ever been called to appoint directors.

if we have to follow the process you are suggesting, as there are 2 out of 3 directors blocking the process, we will never be able to sign up any directors again.

[Gordon999]

Companies Act 2006 for small companies replaces the CA1985.

Any member of a small company with 5% interest can call a EGM meeting by giving 21 days notice.

The agenda for meeting can be ; electing new directors.

The meeting chairman can be the third director.

Each applicant for post of director needs a "proposer" and "seconder" .

[Grumio]

I agree that Companies House is unlikely to intervene in disputes, they will say that it is up to the parties concerned to take legal action if necessary. That is why I enquired who holds the service charge monies at #13. If the two directors have the ability to use those monies to claim that the meeting is invalid, you do not have a level playing ground,

Thank you all for the replies. The articles say that every director or officer of the company shall be indemnified out of the assets of the company against all losses or liabilities, that levels up the playing field. Of course we will try everything we can to resolve the matter between ourselves. I don’t think the residents would like it if we used the service charge on legal fees. But if they continue to block the process to appoint new directors, we might have to go to court in the end.

[eagle2]

I agree that Companies House is unlikely to intervene in disputes, they will say that it is up to the parties concerned to take legal action if necessary. That is why I enquired who holds the service charge monies at #13. If the two directors have the ability to use those monies to claim that the meeting is invalid, you do not have a level playing ground,

[Section20z]

Unfortunately there is zero enforcement of company law and if the directors are conflicted and want to ignore you then they will
Companies House will only act as a registration portal and the Police arr certainly not interested.
I would advise caution against escalating a dispute that may impact the value of your property.
Sell and get out if you can

[fos333]

The OP needs to check his articles along side Table A and determine if those regulations apply or not, it's usual for this type of company to exclude regulations 73 to 80 inclusive, but as eagle2 states 76 & 77 could still apply.

This also removes the requirement for directors to retire by rotation.

[eagle2]

I have just noticed something in the articles, the 2006 act doesn’t apply to us, we come under 1985 act if that makes any difference.

It does not make any difference in as much as you should comply with the Articles and current legislation.

[eagle2]

it is not unusual for a member to need to be nominated by another member and for that member to need to indicate his willingness to be a director if he is appointed, There may be time limits for notifying the Company. Depending on which version of model Articles apply, Article 76 says just that, In addition, notice must be given to all members ahead of the meeting of the intention to appoint directors in Article 77. Also, you need to ensure that all members have the opportunity to vote, including those who cannot attend the meeting. A proxy form may be included at Article 60 of the model Articles.So you do need to check which version of model Articles apply and whether or not they have been amended.

[fos333]

A lot of the sections of CA1985 were superceded by CA2006.

Look at Table A along with your own company articles. Not all sections will be mentioned in your articles, but they still apply, unless your articles state they do not apply.

Past shareholders/members appointed as directors by the existing directors should have been ratified by the members at the next AGM that followed their appointment.

[Grumio]

I have just noticed something in the articles, the 2006 act doesn’t apply to us, we come under 1985 act if that makes any difference.

[Grumio]

Please check the Articles carefully, often you need to provide notice to the Company prior to the meeting of the intention to appoint a director and sometimes another member needs to nominate the member as a director,

If you intend to remove a director, you need to give notice to that director and allow the director to issue a statement to members under s168 and s169 CA 2006.

Thank you for the reply, the articles refer to the holders of the founder shares stating that no person will be eligible to be a director unless he holds at least one ordinary share and is appointed after the ultimate date. Which basically means when the last flat was sold, the holders of the founder shares handed over to the residents who took over managing the property themselves.
Apart from the above, there is no mention in the articles saying how new directors should be appointed or who should appoint them, if a meeting needs to be called and so on.

I don’t think this makes much difference anyway, they know the names of the people who want to be directors, if there is or was a process in place then it’s up to them to follow it. But the main objection is they don’t want us to get rid of the managing agent. I am sure if we agreed to keeping the managing agent, they would have no objections.

We have two directors trying to control everything to the exclusion of everyone else when they are supposed to act in the best interests of the residents. I am no legal expert but even I can see that’s wrong. Only problem is we don’t know what law covers this.

[fos333]

If you have notified the company of those wishing to become directors has any resolutions been added to the agenda?

It is unusual to have to be nominated by another member, what articles are adopted?

There still appears to be confusion between the two different roles/hats in your post #14

Shareholders/members would be registered at CH as directors of an RMC or RTM company.

Leaseholders can collectively form a Residents' Association which can become a Recognised Residents' Association and operate under a constitution as stated by eagle2 in #4. They too would hold AGMs.

There is some very good advice notes on the ARMA website covering both of the above and also the different roles/hats that are involved.