# Adding a 3rd Director to an OMC



## gebbel (27 Sep 2019)

As a co-director in a small OMC, my relationship with the other director is deteriorating for a variety of reasons. We're just not seeing eye to eye. I was thinking of proposing an additional director at the AGM...in that way we can make decisions based on majority. Does this sound feasible?


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## mathepac (27 Sep 2019)

What do your own memo & articles say about adding directors to the board?


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## gebbel (27 Sep 2019)

mathepac said:


> What do your own memo & articles say about adding directors to the board?



I don't know to be honest. But say there is no mention of it in either of them, can the status quo be changed by majority vote?


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## gebbel (28 Sep 2019)

Update: from our memorandum and articles of association: “The company may from time to time by ordinary resolution increase or reduce the number of Directors, and may also determine in what rotation the increased or reduced number is to go out of office”. Bingo.


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## Palerider (28 Sep 2019)

Add a third director, it just makes sense.


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## gebbel (28 Sep 2019)

Definitely a third and may even propose 4.


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## Palerider (28 Sep 2019)

Becoming Director of an OMC was the   Most thankless role I had ever got myself into, would not be interested in an apartment in Ireland ever again following my experience.


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## Zenith63 (30 Sep 2019)

I'm a Director of an OMC where it is very difficult to get two Directors, never mind three or four, perhaps yours is bigger and this will not be an issue, but just calling out that you may not have willing victims.  I'd also question if anything will ever get done, if you end up with 3-4 half-interested people, essentially a committee.

Would it make sense for you to just step down perhaps and let somebody else take it for a year?


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## DeeKie (30 Sep 2019)

gebbel said:


> Definitely a third and may even propose 4.


Best to have an odd number, for voting purposes.


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## gebbel (30 Sep 2019)

Palerider said:


> Becoming Director of an OMC was the   Most thankless role I had ever got myself into, would not be interested in an apartment in Ireland ever again following my experience.



I persist with it to keep others away from it. My biggest fear is letting an incompetent person have control over arranging contracts and managing money. I've seen the damage these people can do.


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## ALEXA (5 Oct 2019)

I am currently a director of our OMC along with one other director. We also have a manager whose role is to keep the development running smoothly. At our committee meetings attended by the 3 of us I find that the manager is taking on more of a decision-making role and we end up with a 2 v 1 situation. Should the manager have this status as it means a director is sometimes out voted. I am considering asking for the election of one more committee member if possible at our next AGM. I don't think we'd have any takers for a 3rd director as previously pointed out it is a thankless job which no one really wants but is required by law. Any advice would be greatly appreciated.


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## Palerider (5 Oct 2019)

Had the same situation at my first Directors meeting where the managing agent was voting with meeting proxies he had received as if he had the authority to vote, I told him proxies were for valid meeting quorum purposes only and unless he wished to purchase a unit in the development he should butt out as he had no voice at a Directors meeting, funny thing is he agreed with me but told me he had to involve himself more due to no decisions being made.

In your situation tell him he has no decision making authority and nominate another owner as a Director as soon as possible, then reconvene and make decisions, ask him to communicate asap with all owners the need to have somebody else step forward as a third Director in the interests of all, Try and find one marginally interested.


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## ALEXA (5 Oct 2019)

Thanks Palerider - sound advice from someone in a similar position. Will have to try and entice an owner to take on the role of a 3rd Director.


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## Palerider (5 Oct 2019)

ALEXA said:


> Thanks Palerider - sound advice from someone in a similar position. Will have to try and entice an owner to take on the role of a 3rd Director.



Just to clarify I was that soldier but no more, I saw too much, disinterested owners, other Directors allowing the managing agent free rein, I bailed out just as soon as I could, since I did the fees have gone up, the service has gone down ( electric gates broken over six months, people dumping in communal bins, I could go on ), changed it for a nearby house... happy days, I got my stress free life back.....


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## L_earner (11 Jul 2020)

Other considerations:
Getting new people to serve as OMC directors is like getting volunteers for anything. If you can be specific about what you want them to do, they can make an informed decision. For example, ask people to fill an ordinary committee member position, so that they can watch and learn from each of the other roles, and maybe take on that role for a year or two before they rotate off the board?
Have an open forum at the AGM, and have it on the agenda beforehand, seeking proposals to improve the place, and target specific people who come up with good, affordable ideas, to encourage them to try a year on the board.
If you have absolutely nobody ready to take over vacant positions on the board of the OMC, tell the AGM that you are willing to accept proposals to dissolve the company, as it cannot function without new blood. Remind them of the catastrophic financial consequences of dissolving, e.g. reinstatement costs, getting legal and auditor support and advice, loss of value of the dwellings in development, collapse of services such as refuse, cleaning, no management fees collected etc. etc. As Richard Nixon one allegedly said, when you have them by (insert painful image), their minds and hearts soon follow.


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