# Apartment management companies & directors



## queryforu (14 Jun 2010)

Hi Question for you. 
Our apartment complex is looking for directors and no one is stepping forward to do it, except for two people living and owning the same apartment

So i wanted to find out:
1. Can an apartment complex company appoint directors from outside the ownership pool of the apartments owners, for example the agent.

2. One house is interested in taking over the two directorships and I wanted to find out if two people owning the same share of the management company can become acting directors?


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## RonanC (14 Jun 2010)

What do the Memorandum and Articles of the Company say about the appointment of directors? 

In theory anyone can be a director of a company, they are appointed generally by the shareholders, owners of the company and are charged with running the company on thier behalf. 

I'm very surprised to hear that nobody wants to take on this responsibility.


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## queryforu (14 Jun 2010)

Where do i get a copy of the "Memorandum and Articles of the Company". Would the CRO hold a copy of them?


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## RonanC (14 Jun 2010)

queryforu said:


> Where do i get a copy of the "Memorandum and Articles of the Company". Would the CRO hold a copy of them?


 
You can do a company search and download one from the CRO


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## mathepac (14 Jun 2010)

queryforu said:


> ... Can an apartment complex company appoint directors from outside the ownership pool of the apartments owners, for example the agent. ...


Personally I can see a clear conflict of interest here, where the managing agent, a contractor to or an employee of the management company, becomes a director of the employing company. Who now is in charge? Who supervises and validates actions? Who audits value for money budgets or negotiates contracts in the best interests of the property owners? Who makes disbursements and dictates financial policy?


queryforu said:


> ... One house is interested in taking over the two directorships and I wanted to find out if two people owning the same share of the management company can become acting directors?


Assuming (big assumption by the way) "normal" memo & articles, joint owners of a single property only have one vote, there fore only one can attend an AGM / EGM, therefore AFAIK only one can be nominated and elected. But perhaps it begs the question: will two directors from the same household act in the best interests of the property owners collectively?

On the issue as to whether "outsiders", other than as discussed above, can be appointed as directors, as per RonanC above, a bit of reading is in order. Assuming they can, now is there a mechanism in place to reward them as "professional" directors? Remember these management companies are "non-trading entities" and their memos and articles may not allow for certain activities.


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## queryforu (14 Jun 2010)

"Assuming (big assumption by the way) "normal" memo & articles, joint owners of a single property only have one vote, there fore only one can attend an AGM / EGM, therefore AFAIK only one can be nominated and elected."

I didn't know only one person per share can attend an AGM/ EGM


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## mathepac (14 Jun 2010)

Check the memo & articles; more than one may be allowed to attend but only with observer status, and it's only one vote per property.


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## queryforu (14 Jun 2010)

Ok Just looking at the companies act 1963
Table A Part 1 schedule 1 states that:

Regulation 98. - The directors shall have power at any time and from time to time to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these regulations. 

So based the above does that mean an acting director can appoint any person to do or not to do with the company to be a director


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## Yorrick (19 Jun 2010)

I am not sure that joint owners can both be directors. It is usually the case that the first names person on the Lease agreement has the right to vote i.e one vote per apartment.
In any case there really should be a greater spread of Directors. 
This case illustrates the on going difficulty about apartment ownership and management in Ireland. Despite the massive number of apartment complexes built in the last 15 years we still have not grasped the management issues.

A major education program needs to be done. Perhaps the instroduction of the new legislation will concentrate minds as it places more legal responsibility on Management Companies


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## queryforu (20 Jun 2010)

A big problem with many management companies for apartment complexes is the onerous nature of being a director. Having more legal responsibility will just reduce the number of people willing to take it on.

Is anyone familar with the management agent having to become a director when owners were unwilling to become directors themselves?


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## DianeC401 (21 Jun 2010)

I really would not advise putting an estate management agent on the Board of Directors as this is a huge conflict of interest (as Mathepac has already outlined). 

You may be able to recruit an 'outsider' as a Director but I would exercise caution here as well. You will in effect be handing your money and control of your home over to someone who you may not know well and who you are trusting to act in your best interest without any proven track record. Make sure you thoroughly check out references and try to do some research yourself on them, if you do go down this route. It is not unheard of for some unscrupulous people to put themselves forward as 'professional' Directors of Management Company Boards but who then proceed to embezzle funds. Giving someone control of your chequebook should not be undertaken lightly.

Being on a Management Board does appear to be a daunting task but it's often not as bad as it seems once you get stuck into it.

Are you sure you have exhausted all other options with your neighbours?


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## purpeller (7 Jul 2010)

If you're concerned enough to post here about it, why not take it on yourself?


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