Not a Mgm-Co. query. Query re interim-Directors & subseq. AGM

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Setanta12

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Charitable company mid-year appointed interim-Director & secretary.

My understanding is that these must be ratified at next following AGM. Usually no dissenting voices in normal companies and is a mere formality, if even noticed.

However charitable company in this instance is engaging on a massive spending spree without consulting stakeholders (incl members) and the AGM is approaching next month. Am thinking to put spanner in works by orchestrating member revolt against appointments.


(In this case, unlike other similar charitable companies, there are listed members, people from the community)

Thoughts/opinions?
 
Hi Setanta

The usual process is that those directors who were appointed during the year must stand for re-election at the next AGM.

So the way to challenge this is to get yourself nominated to contest the election.

You can't vote against the directors as such - you must vote for someone else.

There is often dissent within a board, even if it's not expressed publicly. Could you speak to some of the directors and ask them about the spending spree?

As you have probably left it too late to be nominated, you should go to the AGM and ask questions.

The media is very interested in charities and how money is spent. They might follow up on the story.

But it could damage the reputation and fund raising potential of the charity. So make sure of your ground first.

Brendan
 
Thanks Brendan. Hoping the threat to pull-the-plug is sufficient to serve as a wake-up call. Company secretarial duties have not been adhered to i.e. mandatory notifications etc not sent to everyone.
 
Company is likely to be listed on benefacts.ie along with its constitution. You should check this with regards to the appointment of its directors.

Under the model constitution issued by the charities regulator there is no provision for appointing interim directors mid-year AFAIK.
 
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