Directorship of a RTM under threat from unpleasant leaseholder?
I am a co-director of a RTM (Right to Manage) company of a development which is extremely challenging to manage. We are now at a critical phase – just about to start major works which will cost about £70K. We’ve been leading up to this point for the last 2 years and, needless to say, none of the other leaseholders (all landlords) never expressed more than a passing interest in the amount of work and effort involved in bringing us to this point.
We have a rare and very able property manager which we are very happy with and trust that he’s acting in the best interest of the site. By the way, if anyone wants a recommendation for a superb property manager (can’t share the area, PM me if interested), I’ll be happy to recommend him.
Anyway, the current works require a contribution of about £5,000 per unit and this has all been collected with minimum pain, thanks to our manager.
Now we have a situation whereby 2 of the other leaseholders are asking for an AGM with a view of replacing one or two of the current directors (myself and my co-director), claiming that we don’t have enough property skills.
The person suggesting this does seem to have plenty of hands on property experience and under normal circumstances, we would have been delighted to add him as a director or even stand down. This site has been a nightmare to manage and both of us can think of a million things we’d rather do with our time than to tackle all the problems it brings us.
However, this person is also extremely unpleasant to work with and we are concerned that if he comes on board, it would make things very hard indeed for everyone.
He has asked for an AGM, with a view of replacing one or both of us.
My questions are:
What are the procedures that the company has to follow to appoint another director?
Who needs to agree or disagree?
Do we need to have a majority vote?
Do we have to have a physical AGM?
Shareholders who didn’t attend the AGM, can they vote?
I suppose, the main question is – how do we stop this from happening?
Would appreciate any input.
Nitzan
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Member Since June 2013 - Comments: 646 - Articles: 1
9:35 PM, 22nd March 2015, About 11 years ago
dear puzzler,
1) you didnt admit your error; you merely stated ‘I may have been in error’. stop playing with words.
2) of course you didnt mean to provide wrong and misleading info, but you did as a result of arrogance.
3) you are in no position to preach about whats good for this forum.
Member Since July 2013 - Comments: 1266 - Articles: 1
12:39 PM, 4th May 2015, About 11 years ago
What are the procedures that the company has to follow to appoint another director?
A director can be co-opted by the Board (which you are not going to do under the circumstances) or elected at the AGM. A co-opted director has to be elected at the next AGM to ratify their position.
Who needs to agree or disagree?
They are nominated, seconded and a vote is taken. If a majority then there is nothing you can do about it so get canvassing!
Do we need to have a majority vote?
Yes
Do we have to have a physical AGM? I believe so, but I have attended one via Skype.
Shareholders who didn’t attend the AGM, can they vote?
Yes they have the opportunity to vote by proxy but must put this forward beforehand. Your agent should be able to help you with this. I don’t think it can be done afterwards.
I have just bought this excellent book which explains a great deal and dispels a lot of assumptions:
How To Manage Your Own Block of Flats
A Flat Owners Guide to Taking and Maintaining Control
Author: J Cumming & R Hickie
2nd Edition
Would be interested to hear how you get on.
Member Since July 2013 - Comments: 1266 - Articles: 1
12:48 PM, 4th May 2015, About 11 years ago
P.S. He cannot ask for an AGM as that is an Annual General meeting which you should have as a matter of course. If he wants one beforehand that is an EGM (Extraordinary General Meeting). Either way it is called by the Board so you will have to weigh up the pros and cons of doing that or waiting for the AGM. I would suggest you tell him it will be raised at the AGM as usual.
Also they cannot replace you unless you resign or they do not re-elect you when your retirement by rotation comes around. You need to look at your Articles of Association for more details.