Resident Management Director's behaviour

[greenrs]

We are self managed block of flats (20) currently with 5 board of directors on board that manage the day to day affairs on behalf of all leaseholders. All directors are leaseholders.

In the last 4 years one of the Directors has been complaining about how the block is managed (bickering) and proposed to appoint managing agents, this was rejected back in 2010. Now he is still on about the issue and proposing to appoint managing agents. He has also since his proposal was rejected in 2010, he has been complaining about silly things such as the day to day dumping of rubbish, maintenance issues and so on. Other Directors believe the present management are doing a good job, but this particular Director expects the site to be like that of a Park Lane estate, everything has to be perfect for him.

He also has been engaged in and out email exchanges between one other Director blaming him for everything, telling him that he is failure, a disaster and he is not capable to deal with certain issues. These email exchanges have been going on for 12 months now. The reset of the board does not believe this director is at blame.

Now this "perfectionist" Director has requested the names and addresses of all leaseholders from our Treasurer. The rest of the board believes he will use this to escalate the matter for the cause of appointing managing agents.

Question is does he have the right to do that? The other director who has been getting email complaints from him believes he has been victimised, bullied and intimediated. What can we do about it?

Any advice help would be much appreciated.

[ram]

What can we do about it?

Any one, a Director, a leaseholder, a subtenant can complain about anything to any one.
The perks of being a Democratic country.

We have assumed you have had a meeting with all the directors with the compainant, and put forward ways to improve the property, if improvement is possible ?
If not, why not ?

If rubbish is constantly being left around, bin bags not in the bins, then someone finds th culprit and advises them not to do it. ( Has this been done ? )
Unless you all sit down round a table and discuss the issues, nothing will change.

Some of the issues may not be able to be resolved.
Your lease may even say to keep the property and grounds in good order and well maintained, and if rubbish and maintainence is not being addressed, then he may have a point.

Call a meeting, thrash it out at the meeting.

Have you all met with the compalinant round a table ?

[greenrs]

Yes we have quarterly meetings. We do discuss these issues. We have also dealt with rubbish issue by writing to all the residents. This has stopped, but this Director just raises the issue (stuck in the past) even though the site is nice and tidy.

We have discussed this around the table, however he has this belief that Managing Agents can do a better job. He keeps picking on these minor issues.

The main point of my question is that has he the right to request for the names and addresses of all leaseholders which we believe he wants to use to argue his case for appointing Managing Agents. We know that most residents (discussed at the AGM) do not want MA.

[ram]

belief that Managing Agents can do a better job. He keeps picking on these minor issues.

has he the right to request for the names and addresses of all leaseholders

He is a Director, he is part of the freehold company ( we assume you have a company for which he has a share in ) Part of the freeholders duty / remit, on behalf of the freeholder, is to know the actual service address of all the leaseholdrs, and names of any sub-tenants, and the agents looking after the sub-tenants, otherwise if the Directors don't know all this, thewy are not looking after the property ( One part of "looking after the property" )

In my mind, but you can disagree, you can refuse, stating that all issues have been delt with and if the addresses etc are to continue his malicious vendeta, then you respectfully refuse.

If it is proven ( we only have your word on this ) that his claims are unjust, frivolous etc, you may vote to have that Director removed.
You write a letter convening an EGM ( meeting) ( give 14 clear days notice ) and a letter to the Director to state "The company" are having a meeting to remove him as a director, ( which will be down to a vote, show of hand by the other 4 directors.)
Realy, you don't have to give a reason at the meeting, just to say that he is not operating as a director, is not performing his duties of a director, and dismiss him.

Managing agents do not always do a better job, they only do a better job if the directors are totaly useless.

Your problems will continue once he is not a director.
He has the ability to apply to the FTT to appoint a manager on his own with no authorisation from you, and providing you can prove the freeholder complies with the freeholders obligations to keep the place in good repair, his application will fail.

Some one asking to appoint a manager can be found at
http://www.landlordzone.co.uk/forums...yself-to-court

Worth a read, but only to see how someone applies for a manager.

Best of luck.

[greenrs]

Thanks Ram this is useful.

We do not own the freehold, all flats are on long leases. Does FTT still apply? The Freeholder is a charitable trust.

[ram]

The FTT ( Formaly the LVT ) is there to protect leaseholders, so any complaints or applications can be received from a troubled leaseholder.

So you are a R.T.M ? ( Right to manage, company ) but I know nothing about charitable trusts.

Just sack the Director as stated, and if he goes to the FTT, you just have to prove your actions on maintenence and policies etc.
The FTT can fine anyone who makes an application to the FTT ( I think £ 500 ) for anyone who makes a frivolous application. They can also bar someone from applying again to the FTT on the same issues.

[greenrs]

Many thanks.

[leaseholdanswers]

The company has the right to refuse to respond on a reasoned basis, and define to accept any communications which are offensive or malicious, after warning them about that, and where issues have been dealt with, to say “I refer you to our earlier exchanges and this matter is closed”.

The way to deal with these people in most cases is give them the rope that they need .

By addressing the issues that are raised and the board’s majority view or response to them, you can state that one leaseholder has indicated that one solution is to employ an agent. Enquires have indicated that this will increase costs by £x per flat, which in turn could be spent as follows, i.e. addressing those issues internally. You then invite comment, which no doubt will be, say, £250 per annum for what exactly, no way etc?
Taking the maintenance issues you can suggest that they be attended to immediately or staged and whether to lump work together, even it means delays, to save costs, and to agree priorities.

That way you are sure you reflect/ have agreed a common consensus and are not complacent in your position, its happens

In many cases the perception of an agent is that he can bully them and they then pressure you!

That said be careful it is not uncommon for self mangers to fall short of compliance with the lease on matters such as
-the correct timing calculation and billing so charges (and no votes at an AGM cannot vary that)
-ensuring that major expenses are subject proper consultation
-invoices are sent with the correct statutory information and summary of rights,
-that procedural matters such as ensuring that you have a fire risk assessment and common parts work place risk assessment,
-adequate insurance cover on a correct declared value ( nothing to do with market value) and
-have tendered your various contracts regularly esp utilities ( watch out contracts over 1 year have to be consulted on if one lessee pays £100 in a year toward them so electricity contracts for 2 years can be a problem ),
as reviewing the above all takes away potential ammunition which a naysayer and agent can use to undermine you.

[MrSoffit]

Read the OP with interest as we are an RTM company.

My experience is that you can plan for RTM as carefully as you like but you can't plan for human nature once flat owners see a chance to control the service charges while throwing out all the boring legalities.

Maybe this director is a 'perfectionist'. Maybe not. I would have thought any director has right of access to records of the leases and the mailing list. There is nothing in the Model Articles to create a higher chain of command among directors where some have more rights than the others to information.

Assuming the other directors are all exercising care, skill and diligence in the best interests of the company, treat all lessees and members equally, read and actualy follow the Articles in decision making, read and follow the RICs Code, obey all health and safety and vetting requirements and act always with 'good faith' without any personal gain, and all general meetings are called and run scrupulously according to the Companies Act, then you might have an over-zealous director. Maybe?

Majority rule doesn't always mean being right. Especially if you are managing an estate of 20 flats without anyone else to assist. 20 flats are never going to agree.

Problems can arise when cliques try to run an estate, freezing out directors they don't agree with in all the ways this can happen, while most flats sit back and expect to be served and only complain if something goes wrong. Most don't care how the board acts otherwise.

If all member flats get equal opportunity to be a director and the company holds them democratically to account annually, any Napolean would hopefully be exposed.

[leaseholdanswers]

If all member flats get equal opportunity to be a director and the company holds them democratically to account annually, any Napolean would hopefully be exposed.

they are generally easy to deal with.

its the Genghis Khan and Machiavelli types

[greenrs]

leaseholdanswers,

Many thanks for your response.

We have given this Director the rope to do what he wants to do. He wrote a letter to our Chairman saying that he is going to get the motion to appoint managing agents through proxy votes from the leaseholders. I know that each member is entitled to nominate (proxy vote) another person to vote on their behalf by giving the company the notices required under COY act. So with this Director's proposal to get the votes can each member give proxy vote to the same person if they wish? If so how would that work? What would be the procedure? I am not sure whether he can do that.

[ram]

If so how would that work? What would be the procedure? I am not sure whether he can do that.

Any Director or leaseholder can ask the Company Secretary to hold a meeting, and to describe what that meeting is for.
If leaseholders cannot attent a meeting they can vote by proxy, and they can ask the Company secretary or another director ( preferably ) to attend and vote on issues.
Normaly a proxy form is sent out for them to write in the name of the proxy to attend the meeting.

There are normaly 2 items in a proxy form ( Which the company secretary hands out ) or the top person who sorts out all the maintenence, billing, contractors / greavences etc.
One part will have items to be discussed, and how they want the proxy to vote ( all written, itemised and issued by the person who normaly advises of meetings ) and they on that piece of paper tell the proxy which way to vote, yes or no.

The proxy form is given to the proxy as an authorisation to accept Mr/mrs to attend the meeting.

"2nd part just say mr / mrs x will attend the meeting and vote as they wish.

Proxies show to the chirman of the meeting to assertain the validity of the leaseholders proxy,
The proxy holds the paperwork.

However, in this instance, you cannot ask which way a proxy is to vote as the meeting needs discussion, and to show that the proposal has been refused before.

As you say this has already been brought up at a meeting before, you can write to the other Director and remind him that at the AGM of date x/xx/xxx it was unanimously stated that a majority did not want to employ a managing agent, therefore the discusion has already taken place and the majority of leaseholders do not want a managing agent, therefore his request to have a meeting to discus, again, a managing agent, is denined, as a meeting has already taken place.

No proxies need be issued then, as no meeting will take place. ( I hope it was recorded in the minutes that a majority of leaseholders do not want a managing agent. )

Try that stance first, meeting already had on man agent and result was majority did not want one, therefore discussion closed.

[mattl]

This "malicious director" may currently prepare a section 21 notice before he takes the matter to the property tribunal and for this notice he needs all the other leaseholders' addresses.

But one thing the OP may not be aware of: all the leaseholders' addresses are openly accessible in the Land Registry anyways, at a cost of £3 per flat. So maybe that "malicious director" is not so malicious after all because he is trying to minimise costs for the tribunal procedure - if you don't give him the addresses then he will likely just download them from Land Registry and if you subsequently lose at the tribunal he will ask for the 20x£3 to be added to the costs.

[leaseholdanswers]

leaseholdanswers,

Many thanks for your response.

We have given this Director the rope to do what he wants to do. He wrote a letter to our Chairman saying that he is going to get the motion to appoint managing agents through proxy votes from the leaseholders. I know that each member is entitled to nominate (proxy vote) another person to vote on their behalf by giving the company the notices required under COY act. So with this Director's proposal to get the votes can each member give proxy vote to the same person if they wish? If so how would that work? What would be the procedure? I am not sure whether he can do that.

So head them off at the pass by putting the issues and solutions out there for everyone to decide and don't let him dictate the agenda. As he has requested the list of leaseholders addresses you have no obligation in law to provide that. He can requisition a general meeting but if you do as suggested you are the one calling the GM to pass a resolution to continue as normal and you will issue proxies with voting directions eg resolution appoint MA Yes No abstain DO X works Yes No Abstain and not let them be open allowing the proxy holder to vote as they feel appropriate.

Get on it and cut them off at the knees!

[ram]

Information sent out with notice of a meeting.

I have in the past, written long and detailed information sheets, with the agenda for the meeting pined on top.
That way, it can be shown what the problem is that the meeting is about , how much it will cost, time and effort, inconvenience, suggestions, and information about the trouble makers, or should I say, details of complaints, and our expected remedial course of action.

This saves hours of "teaching" the others what we should do at the meeting, our legal responsibilities, and consequences ( any type of consequences ) if they do not vote for my suggestions in the information supplied.

You can do the same if a meeting is asked for, stating the item has been dicussed and the majority do not wish a Managing agent, and any proxy forms will be sent out by the RTM official, and not by any person requestion the meeting.
You can be seen to comply with the law that if someone asks for a meeting, you hold a meeting, but if it's the same discusion as before, I would reject a meeting unless new items come to light.

Unfortunately, any leaseholder, can write their own proxy form and send a copy to you.

Simple proxy form can be found at
http://ram2.hostbyet2.com/
+ click on Proxy Form
This is for removing a Director, so you change the issue to your meeting agenda, the type of meeting Directors meeting / shareholders meeting etc.