This is the crux of the disagreement changes to the service charge were never mentioned let alone approved at any AGM and when pressured on it 3 years AGMs were held on the same day behind closed doors with just the agent and directors proposing and approving the increases.Shouldn’t the service charges be set by the Members at the AGM?
Thanks for that there were no Articles of Association but there is a Company Constitution on the CRO from 2005 so I've requested it.The Memorandum and Articles of Association should have been updated and rebranded to a Company Constitution after the 2014 Companies Act belatedly took effect some years back.
You can buy a copy on core.cro.ie for €2.50 and it'll be in your inbox within a few minutes.
You'll have to check the rules around notice for meetings and quorum. We need 10% of voting members and 21 days notice in writing of a meetingThis is the crux of the disagreement changes to the service charge were never mentioned let alone approved at any AGM and when pressured on it 3 years AGMs were held on the same day behind closed doors with just the agent and directors proposing and approving the increases.
That's nearly word for word for the M&A I have from 2004, so looks like it's pretty standard. Those "AGMs" look very dodgyThis is in the original Company Constitution from 2005 so I guess that's it. Even though the fees are in dispute anyone owing cannot vote at an EGM/AGM?
"No member shall be entitled to vote at any general meeting unless all money's immediately payable by him to the Company have been paid."
Yes there is. Directors are responsible for day to day management of the company and face personal liability for breaches of company law (eg not filing accounts with the CRO or failing to keep accurate books and records of director meetings and decisions). In truth the likelihood of prosecution here is is low but cannot be discounted completely. I would see the directors in place at the time of the mismanagement being more likely to be a target for the CRO in terms of enforcement action than say new directors appointed to clean up the mess. But directors need to go in with eyes wide open. If there are any owners that are solicitors or accountants they may be good appointees to clean up this mess.Very very true it's only about 20-30 members who are active out of 400 or so. We had contemplated attempting to replace the directors however there is real fear that the company and accounts are in such a mess that whoever puts themselves forward becomes responsible for this. Is there any basis for that fear?
We obviously don't know the context here, but is there any chance those other members are actually fine with the current fees and your group are just more cost conscious (rightly or wrongly)? When we took over our development we had 90% of the members on-board, but within months of taking over it became apparent that there was one cohort who wanted to spend money and improve the place (mostly the owner-occupiers) and another that wanted to spend as little as possible (mostly accidental landlords) and disagreements broke out similar to what you're describing.Very very true it's only about 20-30 members who are active out of 400 or so.
Incorrect. A draft budget which includes projected expenditure for the year ahead and the apportionment of fees for each unit should be presented by the Directors at the AGM. This is then agreed or not by members. Those unhappy with how an estate is being run can put themselves forward as Directors once they are fully paid up and give prior notice of their intention to do so. They can then have input into budget setting and how members fees are set. This is often an eye opening experience for those who consider that they are being over charged.Shouldn’t the service charges be set by the Members at the AGM?
indeed!Incorrect. A draft budget which includes projected expenditure for the year ahead and the apportionment of fees for each unit should be presented by the Directors at the AGM. This is then agreed or not by members. Those unhappy with how an estate is being run can put themselves forward as Directors once they are fully paid up and give prior notice of their intention to do so. They can then have input into budget setting and how members fees are set. This is often an eye opening experience for those who consider that they are being over charged.
Incorrect. A draft budget which includes projected expenditure for the year ahead and the apportionment of fees for each unit should be presented by the Directors at the AGM. This is then agreed or not by members. Those unhappy with how an estate is being run can put themselves forward as Directors once they are fully paid up and give prior notice of their intention to do so. They can then have input into budget setting and how members fees are set. This is often an eye opening experience for those who consider that they are being over charged.
It's agreed or rejected, but the budget is set by the board of directors.So it’s agreed by the members at the AGM then…
It's agreed or rejected, but the budget is set by the board of directors.
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