Appointment of Directors without EGM, SGM or AGM

[em_cat]

All

We recently received notice of our upcoming 2015 AGM. On the page for Directors and other information 2 new Directors have been appointed (05-07/10/2015) before the AGM and but also not as a result of last years AGM. We are aware that at times, if a Director resigns by written record before the end of his/her term, the remaining Directors can chose someone to sit out the remainder of the person resigning up until the next AGM and then they can go for election with a vote.

However the wording in our notice suggests that the 2 new appointed Directors have actually been appointed without an EGM, SGM or AGM and has been notified to the CRO. There is a Director nomination form in the AGM pack, however that election is to replace someone who is at the end of the 3 year term.

My question is, is this normal practice and/or is it something that needs to be queried at the upcoming AGM?

 

[lantus]

Under company law a director has the power to appoint any person as a director at any time subject to a few restrictions. Either adding new positions or to replace them by mutual consent.

Nothing unusual.

 

[mtp]

If two new directors also member and own houses in the estate there should be no problem.


The agm appoint auditors and if current auditor also auditors of developer,
the agm should appoint new auditors.

Should not be a problem if developer is not on board of man co.

 

[em_cat]

Thanks to Lantus and mtp.

We've had a look at our AOA which haven't changed as per our original handover docs, and as transfer of common areas has not taken place, we can only assume that the Management Board has taken it upon themselves to appoint(not co-opted) 2 additional Residential Directors in order to fill the 4 places as per our Articles of Association.

The question remains though, why appoint 2 Residential Directors less than a month prior to the AGM but also include a director nomination form in AGM notice pack when none of the sitting residential directors are retiring and there is no space available for new nominees. Members simply feel as though this is unjust because the opportunity was not given to all members

To clarify, or Articles of Association state very clearly that we can have but not exceed, 4 Directors from Private Commercial, 4 no Private Residential, 4 no Local Authority and 4 no Community. Our development is a mixed use PPP with 4 Stakeholders. As our AGM is less than 2 weeks away, it is possible that some clarity may be given.

 

[lantus]

How many directors were there before the 2 new ones were appointed? If I read correctly your articles require 4 directors. And they must be associated with the four stakeholders. Presumably I cannot be a stakeholder unlike most omcs where anyone could be a director.

If you need 4 directors then the existing ones have done the right thing appointing more to ensure there are 4 at all times as required by company law. The oldest will probably be up for election at the agm. And as you state you can seek to replace one or more if you choose at the agm.

 

[em_cat]

Hi Lantus

Before the 2 Residential Directors where appointed there where 2, 1 due to retire in 1 year and the other due to retire in 2 years. Our committee finally received and answer from the one of the residential directors and some clarity was given. Her response was in relation to needing more support, which is understandable given that our development is complex and in fairness we desperately need more support on the board also, in a very round about way, she informed the committee that the newly appointed directors would step down and offer themselves for re-election, so in that sense they where correctly co-opted, as this is permissible under the ODCE's Company Law Handbook on Residential Property Owners'....

I think the issue was just simply that they only approached 2 people, they claim it was because they have shown an interest in serving as a Director, however there are at least 20 other people who have shown and interest as well and so this has rattled some peoples cages....So as far I can see, they haven't contravened any laws and/ or legislation, it is just simply down to politics within our development.

Our Articles state we can have up to a maximum of 4 Directors per stakeholder but at all times must have 2 per stakeholder.

It will be interesting to see what comes of our AGM in relation to the Directorships, simply because within the private residential group, there are a lot of politics and differentiating agendas. But on top of that we still have issues with the Local Authority trying extricate themselves from the Management Company, Fire Services issues, Defects, Security Issues the list goes on and on and on....

 

[lantus]

8 directors for a development! With a possible total of 16. That's some board room discussions all right!

20 people all fighting to become the next director as well just for residential. That's a great level of owner involvent!

Remember no one needs to wait to be asked to be a director. You can step up and make a difference any time. The fact that people felt left out seems like an ego issue. They wanted to be made to feel important by being asked possibly.

Still, on the whole very positive. You can all vote on the new directors and all the wanna bes can submit forms to get voted in as well. That will be some agm!