Flat shareholders rights to meeting minutes

pernes

Hi I own a flat which all owners are shareholders, we have a residents association, which is registered as a company, the directors are all residents.

I recently requested copies of the previous minutes of meetings that the directors of the board have every other month, which were duly sent to me. I have just asked for the most recent one and the chairman has informed me that some of the directors were unhappy with me having them.

Can anyone advise me if legally they are able to do this? As a resident and a shareholder I am keen to see what actions the board is taking and am surprised that they want to prevent me from reading the minutes.

Thanks

Incisor

I don't know about your rights here, but I would have to conclude that they are either seriously self-important pratts or they have something to hide

pernes

This is what I was thinking, I want to know what my rights are so that when I reply to them I can ensure that I have my facts right. As the association is a registered company I thought that minutes from meetings are available to shareholders, as public information.

chewmylegoff

pernes wrote: »

This is what I was thinking, I want to know what my rights are so that when I reply to them I can ensure that I have my facts right. As the association is a registered company I thought that minutes from meetings are available to shareholders, as public information.

well, if this was a normal company in which you owned a share you would have no automatic right, as a shareholder, to see the minutes of board meetings. minutes are not public documents. e.g. if you bought a share in BP and wrote to them asking to see minutes of all their board meetings they would tell you to eff right off! the directors of the company have a legal duty to keep a minute book, but they do not have to show it to you.

the only right you have in respect of meetings as a shareholder is the right to attend the company's Annual General Meeting (hence protestors sometimes buy one share in plcs and then go along to cause trouble). However AGMs are now optional for private companies.

the only way things might be different in your case is if a set of rules has been created specific to the particular company you are talking about in order to allow greater transparency to members. rules relating to shareholders are found in the articles of association of a company which can be obtained from companies house. i doubt that this has happened - normally the articles are very generic.

it seems odd, however, that a company run by residents for residents would have a problem disseminating information to residents. you could try asking for the reason why they are not happy to disclose.

if you're that bothered you could always signal your intent to leaflet all residents informing them that the residents association have something to hide or something else like that. might induce them to disclose the minutes to you.

melancholly

if you do get the minutes, make sure you tell us what they were trying to hide!

Trollfever

Call an Extraordinary General Meeting and pass a resolution to sack all the directors.;)

guppy

pernes wrote: »

This is what I was thinking, I want to know what my rights are so that when I reply to them I can ensure that I have my facts right. As the association is a registered company I thought that minutes from meetings are available to shareholders, as public information.

Surely you have the right to turn up in person as a shareholder?

chewmylegoff

guppy wrote: »

Surely you have the right to turn up in person as a shareholder?

in general shareholders have no right to attend board meetings. imagine if every shareholder wanted to turn up to vodafone's board meetings.

martinman3

chewmylegoff wrote: »

it seems odd, however, that a company run by residents for residents would have a problem disseminating information to residents. you could try asking for the reason why they are not happy to disclose.

if you're that bothered you could always signal your intent to leaflet all residents informing them that the residents association have something to hide or something else like that. might induce them to disclose the minutes to you.

It is not clear what responsibilities the residents association has regarding the building but if it collects money from the leaseholders for any reason and some leaseholders are in arrears then you can see why any discussions about that would be considered private. It is also possible that there could have been complaints about any of the leaseholders, including the OP, from other leaseholders possibly leading to legal action and these details should not be public knowledge.

Those are just two possible reasons why the minutes of the director's meeting should be confidential. In hindsight, the minutes of the meeting that the OP did receive should not have been provided, even though it's contents were probably unimportant, as the refusal for copies of subsequent minutes has created the problem with relations between the OP and the board.

pernes

Many thanks for all the replies.

bina72

Just to add you could try contacting Companies House & asking what your rights are. They have been very helpful when I've needed advice. It would help if you have the company name & number to hand.