EGM meeting

[Otto1357]

Hi,can
We are members of a private company guarentee for leaseholders residential managment.
We want to call a general meeting but the directors are the commercial estate managers in glasgow and the members / estate is in kent. Who decides the meeting location. Can the members tell the directors to hold it in kent?

I can find nothing in the act or internet search.

 

[billmccallum1957]

Are the directors also members?

What do your A&M's say about meetings?

 

[Otto1357]

1 no
2 companies act

 

[GraemeL]

Your first post is not really clear to me.

We are members of a private company guarentee

1) Do you mean that each leaseholder is a shareholder in a Limited Company? If yes, is this Limited Company the same or different to the one that the Commercial Estate Managers are directors of?

2)

2 companies act

. So your Articles say 'Companies Act' with regard to calling a Meeting?

 

[billmccallum1957]

Simply call an EGM where the members want it and invite the directors to attend.

 

[Otto1357]

The companies act 2006 does not specify (as far as I have read in the part provisions) who decides the location of a general meeting. Is there any statutary rule od case law?

 

[billmccallum1957]

Simply write up the resolution you wish to be heard at the EGM and get 5% of the members to agree to it (add the location to the resolution).

I believe that The Companies (Shareholders’ Rights) Regulations 2009 apply.

See http://www.legislation.gov.uk/uksi/2009/1632/made

 

[Otto1357]

Thanks for your reply Bill,

I think there is a bit of a lacuna in the legislation. SI 2009 1632 does not cover it. Is there case law?

The problem is that the Directors are located in Glasgow, the development is in Kent and the directors are obstructing the leaseholders rights to control the estate management company.

There is nothing in the Act or SI allowing the members to tell the directors where to hold the meeting or even the exact date and time.

If we go down the written resolution route it requires a simple majority which in our case would be 49 (Ordinary resolution rule).

I understand that we could direct them to call a meeting and include in it the date and location however nothing states that they need to comply with these conditionalities.

As an addition there are breachs of supply of information resulting in summary criminal offences and penilites. CH investigations are not interested so who is to enforce?

 

[billmccallum1957]

As the directors are not members, they don't need to attend and they cant stop members from voting on a resolution, which can also be a resolution to remove them and appoint new directors.

 

[billmccallum1957]

It's always difficult to advise in this type of situation, a great deal is in the detail of how the company was set up.

You might want to take a look at https://www.gov.uk/leasehold-property/right-to-manage-and-management-disputes