Hi All,
I am looking for advice or confirmation regarding the legality of a director of an RMC acting solely when the Articles of Association state that the minimum number of directors will be two.
Until over two years ago the RMC had two directors and no registered company secretary.
On the change of Managing Agent one director resigned and the MA became the Corporate Secretary, however no AGM was called.
Over 12 months later AGM held but no appointment of a new director was made. One member failed to be appointed at the AGM but was appointed a week later with the MA stating it was in accordance with the Articles that the director could appoint any member of the company as a director to fill a casual vacancy or as an additional director. The actual wording used in the Articles is the directors not the director.
Can this sole director act alone or is he required to call an AGM to appoint further directors?
This year the director that was appointed by the sole director resigned and another director was appointed again by the sole director.
The Articles also state the months that can elapse between one AGM and the next and this again has been ignored. I believed that additional directors only held office until the next AGM or the date on which it should have been held when they are then eligible for re-election. The Articles state this however with "or the date on which it should have been held" omitted.
So the question arises can one director continue to act when the company is in conflict with the Articles?
Company incorporated under 1985 Companies Act Table A and Regulation 64 shall not apply to the company, but there will be no maximum number and a minimum of two directors which can be determined by ordinary resolution of the company. Only the reference to alternate directors has been omitted. All regulations regarding retiring by rotation do not apply. Only members of the RMC can become directors.
Any advice concerning the above would be gratefully received and I thank you for your time in advance.
Regards
I am looking for advice or confirmation regarding the legality of a director of an RMC acting solely when the Articles of Association state that the minimum number of directors will be two.
Until over two years ago the RMC had two directors and no registered company secretary.
On the change of Managing Agent one director resigned and the MA became the Corporate Secretary, however no AGM was called.
Over 12 months later AGM held but no appointment of a new director was made. One member failed to be appointed at the AGM but was appointed a week later with the MA stating it was in accordance with the Articles that the director could appoint any member of the company as a director to fill a casual vacancy or as an additional director. The actual wording used in the Articles is the directors not the director.
Can this sole director act alone or is he required to call an AGM to appoint further directors?
This year the director that was appointed by the sole director resigned and another director was appointed again by the sole director.
The Articles also state the months that can elapse between one AGM and the next and this again has been ignored. I believed that additional directors only held office until the next AGM or the date on which it should have been held when they are then eligible for re-election. The Articles state this however with "or the date on which it should have been held" omitted.
So the question arises can one director continue to act when the company is in conflict with the Articles?
Company incorporated under 1985 Companies Act Table A and Regulation 64 shall not apply to the company, but there will be no maximum number and a minimum of two directors which can be determined by ordinary resolution of the company. Only the reference to alternate directors has been omitted. All regulations regarding retiring by rotation do not apply. Only members of the RMC can become directors.
Any advice concerning the above would be gratefully received and I thank you for your time in advance.
Regards
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