Hi, sorry for yet another RTM question!
The RTM Model Articles say:
"Directors may delegate
10.—(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; 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.
(3)*The directors may revoke any delegation in whole or part, or alter its terms and conditions.
Committees
11.—(1)*Committees to which the directors delegate any of their powers must follow procedures which are based, so far as they are applicable, on those provisions of the articles which govern the taking of decisions by directors. "
Presumably Art 10 allows empowering a constituted tenants association to act as a management committee while the RTM Board retains financial control? Or perhaps authorising an individual (who may not be a member of the company or even a flat owner) to do something in its name, as distinct from the RTMCo engaging professionals under contract?
Aside from the tangled web of possibilities of empowering individuals to do whatever the Board sees fit on whatever terms and conditions it sees fit, is it wise to contract with an agent who insists on calling a "leaseholders annual meeting" for all flat owners (non company members and company members alike) to discuss and agree spending priorities and the level of service charge and place the RTM directors merely in the position of 'final review' of pre-agreed decisions?
It sounds great 'open democracy' unless you are a director.
Non-attendance means you aren't interested and thus have no say, even if you are a company member. The meeting is formally minuted as a company AGM but without Directors Report, company accounts etc. Non-company members have an equal vote and the directors face an interesting situation if they feel unable to agree to the open democracy (for which they are personally liable).
My response has been to argue (a) only a constituted entity can have an AGM of its members; (b) flat owners are not an 'entity' unless they join something with a consitution under which umbrella decisions can be taken at formal meetings; and (c) the RTM company should call a company AGM (issuing calling notices, resolutions and proxy votes to the members etc) and invite non-members with no voting rights, as they can always join the blessed company if they want a vote.
Informal leaseholder meetings do not anyway circumvent s20 consultation no matter what is agreed by those present. Annual leaseholder meetings sound like a policy made for the convenience of the agent?
Or has my Nelson complex, paranoia and jaded cynicism run away from me?
The RTM Model Articles say:
"Directors may delegate
10.—(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; 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.
(3)*The directors may revoke any delegation in whole or part, or alter its terms and conditions.
Committees
11.—(1)*Committees to which the directors delegate any of their powers must follow procedures which are based, so far as they are applicable, on those provisions of the articles which govern the taking of decisions by directors. "
Presumably Art 10 allows empowering a constituted tenants association to act as a management committee while the RTM Board retains financial control? Or perhaps authorising an individual (who may not be a member of the company or even a flat owner) to do something in its name, as distinct from the RTMCo engaging professionals under contract?
Aside from the tangled web of possibilities of empowering individuals to do whatever the Board sees fit on whatever terms and conditions it sees fit, is it wise to contract with an agent who insists on calling a "leaseholders annual meeting" for all flat owners (non company members and company members alike) to discuss and agree spending priorities and the level of service charge and place the RTM directors merely in the position of 'final review' of pre-agreed decisions?
It sounds great 'open democracy' unless you are a director.
Non-attendance means you aren't interested and thus have no say, even if you are a company member. The meeting is formally minuted as a company AGM but without Directors Report, company accounts etc. Non-company members have an equal vote and the directors face an interesting situation if they feel unable to agree to the open democracy (for which they are personally liable).
My response has been to argue (a) only a constituted entity can have an AGM of its members; (b) flat owners are not an 'entity' unless they join something with a consitution under which umbrella decisions can be taken at formal meetings; and (c) the RTM company should call a company AGM (issuing calling notices, resolutions and proxy votes to the members etc) and invite non-members with no voting rights, as they can always join the blessed company if they want a vote.
Informal leaseholder meetings do not anyway circumvent s20 consultation no matter what is agreed by those present. Annual leaseholder meetings sound like a policy made for the convenience of the agent?
Or has my Nelson complex, paranoia and jaded cynicism run away from me?
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