# Abusive company management director!



## the-canard (12 Nov 2011)

I belong to a residents management company of 5 members who share the freehold of a victorian house containing 5 flats. It is a private comapy limited by guarantee and incorporated into the companys act 1985. Currently we have one director, having lost the second director who sold her flat to me,  and one secretary.  The four non director members, including the secretary, voted at the recent AGM  to become directors but the existing director voted against the motion and refuses to recognise the vote.  Who does the secretary act for:  the majority vote or the director?  Can she register us as directors without the existing director's consent? He is threatening legal action against her. What are our legal rights? Surely he cannot act by himself and deny our rights as co-owner?  
Thank you in advance for a much needed response.


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## onq (12 Nov 2011)

I think you should ask to see the articles of agreement.
I'm not certain why your company articles are based on the 1985 Act.

The primary Acts are 1963 and 1990
The present companies Acts are shown here

[broken link removed]

You may find the company needs another director to remain in compliance.
Secondly the rules for rotation of directors (if any) and elections of new directors will be contained in the articles.
Normally a sitting director cannot unilaterally ignore the wishes of members of the company as expressed by a formal vote.

You may need to be wary of is the numbers - from the 1963 Act
http://www.irishstatutebook.ie/1963/en/act/pub/0033/sec0012.html#sec12


> (2) In the case of a company limited by  guarantee, the articles must state the number of members with which the  company proposes to be registered.


If this is the case, this may set the number of Members - its not clear to me whether or not these are also directors.

Off-the-shelf companies may have large quorum numbers and minimum vote numbers.
Read through the fine print on this.


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## RonanC (12 Nov 2011)

1985 Companies legislation relates to the UK.


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## mathepac (12 Nov 2011)

RonanC said:


> 1985 Companies legislation relates to the UK.


Beat me to it.  The likelihood is that OP is located in the UK.  As this is an Irish site expertise on UK law may be scarce.


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## onq (12 Nov 2011)

Thanks for the heads up guys - forgot to check our Nearest Neighbour.

The sub-divided Victorian property with a Limited Company should have raised the hare.


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