# Co-opting Directors



## shesells (21 Feb 2011)

Can anyone give me some direction on this. At our last AGM two of the four directors stood down. One was added, I stayed on, and the 4th didn't bother to even make contact.

The one that was added has now decided we need more directors and that his friend is going to be one. Can he just do that? The friend hasn't been near an AGM in years and I really don't want him on for a number of reasons.


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## Magpie (22 Feb 2011)

no he can't just add a director without the consent of the other directors, they have to all sign the B10 forms.


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## shesells (22 Feb 2011)

Thanks!


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## DB74 (22 Feb 2011)

Strictly speaking, a director can only be appointed by the shareholders or, in this case (ie - management company), members of a company.

However, only one other director need sign the B10 form to confirm that the information on the form is correct so it is possible for a person to be appointed incorrectly as a director by another director.


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## shesells (22 Feb 2011)

I checked our articles of association and it says the directors can co-opt to add to their number. Gonna have to tread carefully as I don't want a them vs me situation.


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## redfedora (28 Feb 2011)

i think ALL directors must meet to decide on the new co-opted director to ensure a number of things firstly that they will be able to work with them and secondly to ensure that do not stand to gain by being a directors i.e. have no ties to service providers or possible service providers and appoint a contract to a company that they have an interest in.

Personally I think if someone is getting their "friend" on board its so they can team up and out vote teh others as one is never there then they never have a vote so it wull always be 2 - 1 in their favour and they can run the company how they like. 

Can you not survice with three til the next general meeting? is the estate that big that you actually need 4? where i am theres over 600 properties and 2 directors, only 1 of which is activly involved in the management of the estate.


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## shesells (1 Mar 2011)

We don't need 4, have had 2-5 in the past. Just this guy thinks we need new blood, albeit people who haven't been near an AGM in years!


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## RonanC (1 Mar 2011)

Magpie said:


> no he can't just add a director without the consent of the other directors, they have to all sign the B10 forms.


 
False information. 

A B10 is signed by the incoming director, giving their consent to act as a director and the form must be certified by *one* current director or secretary,* the incoming director can legally sign this certification him or herself if they wish. *


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