Non shareholder and non director attending meetings

Collapse
X
 
  • Filter
  • Time
  • Show
Clear All
new posts

    Non shareholder and non director attending meetings

    The husband of one of the directors of our company wants to attend the meetings instead of his wife who is the owner, shareholder and director he wishes to attend in place of his wife. He is in fact a nuisance and very distructive having and finally got rid of him as secretary it would be good to wave good by to him and his non stop emails. Is his attendance at meetings legal! He also still signs the cheques when the agent wants to carry out work!

    #2
    At general meetings of the company I believe members are allowed to nominal a proxy to attend, vote (and possibly speak - not sure) on their behalf.

    At a meeting of the directors, he probably shouldn't be there, except asked by the directors (possibly for his expert advice - unlikely).

    If he's not a member/director/employee of the company he certainly shouldn't be on the bank mandate anymore. Get him removed.

    Comment


      #3
      Any one can be a director.

      The wife can appoint an alternative Director, or designate
      a replacement to her at meetings, via a proxy

      an Alternative Director, then has the same powers as the original Director.

      A Director does not have to live there or be a sharehlder

      info from the web :-

      Under the Articles of Association of a company, a director can appoint another person to hold office and act in his place as a director on a temporary basis. An alternate director can vote at board meetings and carry out the same functions as his appointing director in his absence. The alternate carries full legal responsibility and liability as a director. Sometimes alternates may only be appointed from other members of the board to avoid the introduction of outsiders.

      This is only possible if the company’s articles of association have incorporated article 65 of table A, or if the company’s articles contain a paragraph giving directors the right to appoint alternates.
      Please note that the Model Articles under the Companies Act 2006 do not give directors the right to appoint alternates and so new companies wishing to give directors that right must have bespoke articles of association.

      R.a.M.

      Comment


        #4
        Erm... no.

        It starts and ends ( unless they are disqualified) with the Articles.

        Even if the articles allow the appointment of an alternate residents companies often have a restriction or qualification that direcotrs can only be a member or shareholder.

        That overrides the ability to appoint an alternate.

        Your company secretary ( assuming they are not a lay person) or accountant will be able to advise if you struggle with the articles.


        The person can attend as a proxy to general meetings.

        That said the board can refuse the appointment and seek the removal of the Director if the reasons why they are not discharging their duties do not warrant this leeway.
        Based on the information posted, I offer my thoughts.Any action you then take is your liability. While commending individual effort, there is no substitute for a thorough review of documents and facts by paid for professional advisers.

        Comment


          #5
          Originally posted by leaseholdanswers View Post
          Erm... no.
          You sentence "Erm... no", should read.
          "In addition to post number 3"

          Because "info from the web" was copied and pasted from Solicitors web
          sites, and I don't think they would print incorrect information.

          but having said that, Yes, it depends on the articles.

          R.a.M.

          Comment


            #6
            Originally posted by ram View Post
            You sentence "Erm... no", should read.
            It meant what it said, no.

            You opened with "anyone can be a director" and then "under the Articles". That is partly wrong and contradictory.

            Apart from disqualification on legal or capability grounds, residents articles often restrict eligibility.

            The extract from the web is Statement of fact however the art is in it's application.

            It is "wrong" if the articles preclude it's application.
            Based on the information posted, I offer my thoughts.Any action you then take is your liability. While commending individual effort, there is no substitute for a thorough review of documents and facts by paid for professional advisers.

            Comment


              #7
              I think the answer lies wholly in the Articles.

              I was (briefly) reading the Companies Act 2006 this morning - After I woke up, I realised the Act itself appears silent on the mention of Alternate directors. The model articles at Companies House mentions them, and therefore the answer lies entirely in the Articles.

              Comment


                #8
                Thank you gentlemean for all your seperate bits of information. In a nutshell then he can come as a proxy but he should not be signing the cheques for the company but some meetings he may not attend!

                Comment


                  #9
                  Originally posted by surreygirl View Post
                  Thank you gentlemean for all your seperate bits of information. In a nutshell then he can come as a proxy but he should not be signing the cheques for the company but some meetings he may not attend!
                  Well not exactly unless there are 3 nutshells.

                  Nutshell 1 At a general Meeting he may attend as a Proxy.

                  Nutshell 2 At board meetings it is up to the directors whether he can attend as a "stranger"

                  Nutshell 3 Whether he can be a director or Alternate depends on the Articles


                  As to signing cheques then that is a matter for the Directors to decide who is a signatory. Surely two can be found from the current board and Secretary or even the agent as a second signatory?

                  With electronic banking the agent can arrange payments and authorise them and one director can log in and "cosign" digitally so the payments can be released.

                  It is a lot easier than the Popeye arm I developed signing cheques every Thursday until we joined the 2oth Century!
                  Based on the information posted, I offer my thoughts.Any action you then take is your liability. While commending individual effort, there is no substitute for a thorough review of documents and facts by paid for professional advisers.

                  Comment

                  Latest Activity

                  Collapse

                  Working...
                  X