Directors of Management Co - question?

[Hillsalt]

Does a director of a management company need to be an actual owner of one the apartments? This year at the AGM of the management company which manages the complex where I have an apartment, a new director was elected. He was representing his brother who actually owns the apartment. The brother who actually owns the apartment lives in USA. He is the sole owner.


The guy who was elected is not even a part owner of the property. He always attends the meetings by proxy. He was proposed and seconded (by me!!!!) as a Director at the recent AGM. his name is listed as a director on the minutes from the AGM and not his brother in USA.

Is the management company leaving itself open to legal complications by having a non owner as a director.


Is this okay? I stood doesn't as director at the AGM and am otherwise satisfied with the management company.

Thanks in advance.

 

[mercman]

Directors of Management Cos have a responsibility to all the owners of the apartments in the scheme concerned. This is a problem in many complexes where the Directors are landlords and not owner occupiers. The Directors have a duty of care to look after the development. If they fall down in their responsibilities they are wide open to be sued, which in a declining market makes sense IMO..

 

[mathepac]

The answers may lie in your own Memo & Articles of Association or with your company secretary / legal advisers.

Who may attend AGMs / EGMs?

Who can be nominated as a director and who can vote in (or out) a director?

Is there anything in the new director's background or current activities that might conflict with his new duties or disqualify him from office?

 

[ontour]

A director is not required to be a member of the company, unless it is provided for in the company's articles of association. It is normal practice that only members of the management company attend the AGM although any member can appoint a proxy who is not an owner to act as a proxy at the meeting.

When initially formed the management company is usually made up of the developer/ builder and members of their staff or their legal or financial advisors.

There have been cases discussed on AAM previously where the Management Agent is also a director although this may be considered a conflict of interest.

Check the articles of association and if there is no problem there and this director is acting in the best interest of the members, be very happy that someone is happy to give freely of their time to protect other's interests.