Tentants as directors

eddddy

You haven't really explained the context of your question...

But it sounds like you are a leaseholder of a property; a company is responsible for the management of the property; and you have concerns about that company.

If your concerns are about things like:

• Maintenance / Repairs not being done
• Unnecessary / inappropriate work being done
• Excessively expensive contractors being used
• Excessively expensive insurance costs
• Concerns about the service charges
• Wanting to see invoices for Maintenance / Repairs
• etc, etc

...then you could exercise your rights as a leaseholder to challenge any of those things.

You don't need to delve into the workings of the company to do that.
 
  

olisun

Bookworm105 said:

olisun said:

Bookworm105 said:

An AGM is a presentation of the company position by its management team (including directors) to its shareholders.
If there is to be any meaning to the AGM then directors need to be present to field questions

who can vote is a matter for the AoA but of course a director can simultaneously be a shareholder 

I am trying to find out how deep that the tenant/director get involved in decision making.

if there is no explicit instruction on how a director can be appointed (and removed) then the company cannot have directors as that is impossible! "Table A" may be a matrix setting out such procedures.


If you have a particular vendetta against an individual person then the obvious mechanism is to get the rest of the shareholders to act collectively and sort it out. If not enough of them share your concern, then so be it, move on with your life.

There is nothing in the AOA downloaded from the companies house website unless I am looking at the wrong place.

I have no vendetta against anybody.

My concern is that these directors have been negotiating with the freeholder and we have not been updated with the results.

The directors are planning to sell and leave once the works are completed. One has already listed their flat and the other 2 will follow soon.

I have been trying to call an AGM for over six months and every request of mine has been pushed back. The rest of the leaseholders seem to be living with their head in the sand.

They might have agreed to certain things with the freeholder, which we are not aware of.

Plus I have been blocked from joining the board for over 1.5 years citing various reasons.

I am trying to get my facts straight before I go legal (as the last option).

olisun

eddddy said:

You haven't really explained the context of your question...


If your concerns are about things like:

• Unnecessary / inappropriate work being done
• Excessively expensive contractors being used
• Wanting to see invoices for Maintenance / Repairs

...then you could exercise your rights as a leaseholder to challenge any of those things.
 

This plus the fact that the existing directors are planning to sell and leave. One has already listed their flat.

I don't want to end up in a situation where the MA (secretary) is left alone on the board and ends up having a field day with the charges.

Unless I misunderstood the rules, I can ONLY see the invoices after the service accounts have been finalised and distributed. Plus it will be lot more expensive to chase up to recover those. The easiest option is to try and contain it now.

It may happen that a lot of expenses may have incurred for this year but then all directors have since sold and moved.

GDB2222

Table A was the model AoA for companies incorporated before around 2009. You can just download a copy from the www, but it won't tell you much.

As I said above, unless there's something very unusual in the company's setup, anybody can be a director. They can be voted onto, and off, the board by the shareholders.  So, who are the shareholders?

And, yes, of course a director can influence decisions of the company.

Perhaps, you should say what's actually bothering you. 

eddddy

olisun said:

This plus the fact that the existing directors are planning to sell and leave. One has already listed their flat.

I don't want to end up in a situation where the MA (secretary) is left alone on the board and ends up having a field day with the charges.

Unless I misunderstood the rules, I can ONLY see the invoices after the service accounts have been finalised and distributed. Plus it will be lot more expensive to chase up to recover those. The easiest option is to try and contain it now.

It may happen that a lot of expenses may have incurred for this year but then all directors have since sold and moved.

Your lease and the law determines what the management company can charge you for.

Do you think the management company is breaching your lease?
And/or do you think that the management company is breaking the law?

Or do you suspect they are doing things within the terms of the lease and the law, but you think they could do them better?


Hypothetically, if you were in charge of the management company, what would you do differently?

(This is all a bit generic and vague, because you're not wanting to give specific examples of the problems - e.g. "They're planning to repair the roof at a cost of £50k, but I don't think the roof needs repairing" or "They're spending £10k a year on gardeners, which seems excessive".)

GDB2222

olisun said:

eddddy said:

You haven't really explained the context of your question...


If your concerns are about things like:

• Unnecessary / inappropriate work being done
• Excessively expensive contractors being used
• Wanting to see invoices for Maintenance / Repairs

...then you could exercise your rights as a leaseholder to challenge any of those things.
 

This plus the fact that the existing directors are planning to sell and leave. One has already listed their flat.

I don't want to end up in a situation where the MA (secretary) is left alone on the board and ends up having a field day with the charges.

Unless I misunderstood the rules, I can ONLY see the invoices after the service accounts have been finalised and distributed. Plus it will be lot more expensive to chase up to recover those. The easiest option is to try and contain it now.

It may happen that a lot of expenses may have incurred for this year but then all directors have since sold and moved.

Just to clarify what's going on:

Can you just confirm that there's a right-to-manage company that's been set up?

That company has appointed a managing agent to do the day to day work?

Someone from the managing agent is on the board of the RTM company?

Some of the leaseholders are acting as directors, but these individuals have sold or are selling their flats?  

You are worried that they therefore won't properly supervise the activities of the managing agent?

Perhaps, youy could confirm if that's the gist of it. 



Have you contacted any of the directors, to ask whether they would welcome a hand with the management?

Yes, you're right that, as a leaseholder, you don't get to see (and approve) invoices when they come in. But, you could try to get yourself elected to the board of directors.

olisun

GDB2222 said:

olisun said:

eddddy said:

You haven't really explained the context of your question...


If your concerns are about things like:

• Unnecessary / inappropriate work being done
• Excessively expensive contractors being used
• Wanting to see invoices for Maintenance / Repairs

...then you could exercise your rights as a leaseholder to challenge any of those things.
 

This plus the fact that the existing directors are planning to sell and leave. One has already listed their flat.

I don't want to end up in a situation where the MA (secretary) is left alone on the board and ends up having a field day with the charges.

Unless I misunderstood the rules, I can ONLY see the invoices after the service accounts have been finalised and distributed. Plus it will be lot more expensive to chase up to recover those. The easiest option is to try and contain it now.

It may happen that a lot of expenses may have incurred for this year but then all directors have since sold and moved.

Just to clarify what's going on:

Can you just confirm that there's a right-to-manage company that's been set up?

That company has appointed a managing agent to do the day to day work?

Someone from the managing agent is on the board of the RTM company?

Some of the leaseholders are acting as directors, but these individuals have sold or are selling their flats?  

You are worried that they therefore won't properly supervise the activities of the managing agent?

Perhaps, youy could confirm if that's the gist of it. 



Have you contacted any of the directors, to ask whether they would welcome a hand with the management?

Yes, you're right that, as a leaseholder, you don't get to see (and approve) invoices when they come in. But, you could try to get yourself elected to the board of directors.

It's a RMC setup by the previous freeholder.

The RMC appoints a MA to look after the day to day work but I have been told that the MA's only responsibility is to do the basic stuff like invoices etc. If we start asking too many questions, the MA will start charging us extra. I have to yet to see the contract.

The MA has been appointed as a secretary on the RMC.

Yes, of the 3 remaining directors are planning to sell their flats and leave and out of them one has already listed their flat.

Regarding joining the board, below is the background story.

"We are an RMC, and we usually have all seven seats on the board of directors filled. I was told this was to "stop" the freeholder from joining the board.

When I first moved in (Feb 2022), I had registered my interest in joining the board, and I was told that I would be informed when a seat was made vacant. 2 of the directors have since resigned, and when the first director sold his flat and left, I put my name forward, but I was given various excuses, discouraged, and have been effectively "blocked." I was told that they were looking for somebody from another block to balance it out (i.e., a representative from each block), which I believed initially, but having looked at all the director's appointments (since the board was formed), it has never been the case. At the last AGM held in December 2021, 4 new directors were appointed from the total of 12 attendees, and 2 were from my block, making it a total of 3 from the same block.

When the second director from my block left (no details on the company house website), I put my name forward again, and I was told that they would hold a vote with me against another candidate. I believe this has never happened before.

Initially I thought the reasons given to me were true, but by the time I finished my own investigation, I realised that they were not. There is no such rule mentioned even in the articles or memorandum.

No new directors have since been appointed from any of the blocks. And out of the remaining 4 directors (one is a tenant with no say over financial matters), one has put his flat up for sale (expected to resign soon if not already), and the other 2 will be putting up their flats for sale very soon. One has already conveyed to me that they are going to sell when the works in the block are completed, and the one who doesn't live onsite (representing the leaseholders who don't live onsite) has stopped renting his flat (also possibly due to Labour's new laws), which I believe is with the intention of selling it.

The resignation details of the director who left in 2023 have only recently (October 6th, 2024) been updated on the company house website.

The directors hold regular meetings with the (new) freeholder and agree on things. But till now, we have been kept in the dark, with very limited information passed onto a few leaseholders.

I have been requesting an AGM since May 2024, and my requests have been ignored. At one time, I was told that there was no need for an AGM and I could ask all the questions directly to the directors.

Last week I sent out an email to all the directors, including the MA (secretary), I didn't didn't receive any response so when I sent a follow up email, I got the response "Confirm receipt of your email and as soon as this is booked, we will send out invites."

This is another ploy at blocking me from joining the board. Unfortunately majority of the leaseholders don't live onsite and the remaining, with the exception of a couple of them, they live with their heads in the sand. I have lived here over 2 years and people don't even talk to each other.

I am starting to worry that the directors (even though they have plans to sell and leave) are going to agree to things with the new freeholder without discussing it with all the leaseholders and will sell their flats and leave, leaving the rest of us to deal with it."

olisun

eddddy said:

olisun said:

This plus the fact that the existing directors are planning to sell and leave. One has already listed their flat.

I don't want to end up in a situation where the MA (secretary) is left alone on the board and ends up having a field day with the charges.

Unless I misunderstood the rules, I can ONLY see the invoices after the service accounts have been finalised and distributed. Plus it will be lot more expensive to chase up to recover those. The easiest option is to try and contain it now.

It may happen that a lot of expenses may have incurred for this year but then all directors have since sold and moved.

"They're spending £10k a year on gardeners, which seems excessive".)

This is one of the things that is bothering me.

The gardenders were appointed by the previous MA and when I asked to see the gardeners contract (because lately they have bee slacking), I was told that a few years ago, all the documents including the gardeners contract got destroyed in the flooding that happened in the previous MA's office.

I have found it hard to believe because in this day there is no soft copy. Plus they could have rewritten the contract.

When I look at the service charge accounts statement, every year the gardener is paid a different amount. For e.g. 2 years the gardenders were paid over £14k and the year after, £16K..

I will be definitely questioning it when I get the statement for this year.

olisun

Hence I am asking all these questions on this board to check their legality before I make a fool of myself.

I can pay a solicitor but I don't want to use one at this stage.

eddddy

olisun said:

When I look at the service charge accounts statement, every year the gardener is paid a different amount. For e.g. 2 years the gardenders were paid over £14k and the year after, £16K..

I will be definitely questioning it when I get the statement for this year.

You can challenge that as a leaseholder (and/or warn the company that you might challenge it).

For example, you could say something like this:


The The Landlord and Tenant Act 1985 says that Service charges must be reasonable.

The element of my Service Charge that relates to gardening does not seem reasonable to me, because... <a, b and c>.

Unless you can show me evidence that it's reasonable, I might challenge the Service Charge at Tribunal.

If the Tribunal agree that the Service Charge is is not reasonable, they will rule that you must refund some of it. Any refund cannot be paid out of Service Charge funds, so it will be up to the directors and shareholders to pay the refund out of their own pockets.