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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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Hello Alex. One last question to clarify this AGM / EGM issue. We

Resolved Question:

Hello Alex.
One last question to clarify this AGM / EGM issue.
We as a group of owners wish to replace the current board.
If we attend an AGM( or EGM ) what 'numbers' do we need to bring down

A - the current board ( in the case of an EGM )

Or B. to prevent any one of- or all - the board member(s) at an AGM.

I'll use a fictitious Mrs A for this purpose.

Mrs A has, as with the rest of the board just been nodded on at past AGMs. She has never been challenged. Just stepped down and been immediately re-elected
This year she and all the others will be challenged.
When they ask for re-election, we will say no.
Just to be clear and we don't fail, my questions are :

1. Do we need 51% of 'the room' to carry ?
ie , 20 in the room, and we have 15 with us

Or 2. Do we need 51% of the total owners to carry ( either present or proxy )
Our estate has 108 flats, so this would mean 55

Or 3. Do we just need a majority of owners votes on the night to carry (present and proxy )
ie , she has a total of 26, ( 5 present, 19 proxy ). and we have 28 ( 11 present, 17 proxy )

The reason I focus on this so much is that they will try and stay in power and are well used to quoting company law that we don't either understand let alone know if they're telling the truth.
I've previously mailed you a copy of the articles of association, should you need to refer back to them
Could it be so simple that she has 7 people vote for her on the night and we need just 8 ?
Thank you Geraldine
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.

Alex Watts :

Hello my name is XXXXX XXXXX I will help you with this. Please note that I am a working Solicitor and may be on and offline as I have to attend Court and meet with clients, even at weekends. As such you may not get an instant response when you reply, but rest assured I will be giving your question my immediate attention upon return You do not need to wait here as you will get an email when I reply.

Alex Watts :

1. Do we need 51% of 'the room' to carry ? ie , 20 in the room, and we have 15 with us You need to check the articles but generally it is 51% of those voting.

Alex Watts :

2. Do we need 51% of the total owners to carry ( either present or proxy ) Our estate has 108 flats, so this would mean 55 - see above.

Alex Watts :

Or 3. Do we just need a majority of owners votes on the night to carry (present and proxy ) ie , she has a total of 26, ( 5 present, 19 proxy ). and we have 28 ( 11 present, 17 proxy ) - see above!

Alex Watts :

The articles may say 51% of those voting which means it can be by proxy or those in the room.

Alex Watts :

It may say those present in which case 1 above would apply.

Alex Watts :

It may say 51% of all members in which case 2) would apply.

Alex Watts :

Does this help?

Customer:

"A member or members holding a majority in nominal value of the issued shares for the time being in the Company shall have power from time to time to appoint any Owner as a Director or Directors either as an additional Director or Directors either as an additional Director or to fill any vacancy (provided that the total number of Directors shall not exceed any maximum number from time to time prescribed by or in accordance with these Articles) and to remove from office any Director howsoever appointed. Any such appointment or removal shall be effected by notice in writing to the Company signed by the member or members making the same or in the case of a member being a company, signed by any director thereof or by any person so authorised by resolution of the Directors or of any other governing body thereof. Any such appointment or removal shall take effect when the notice effecting the same is delivered to the registered office of the Company or to the Secretary or is produced at a meeting of the Directors, and any such removal shall be without prejudice to any claim which a Director so removed may have under any contract between him and the Company. Regulation 88 of Table A shall be modified accordingly. Thank you

Customer:

Dear Alex The above is the only section within the articles that make reference of the voting system but it doesnt say anywhere what % is required or whether in the room or by proxy

Alex Watts :

Then I would say it is 50% of those voting.

Customer:

Thank you Alex last question does this apply to an EGM

Alex Watts :

Yes.

Customer:

Thank you Alex have a good evening

Alex Watts :

 


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Alex Watts :

If I could ask you to consider feedback on the other open questions too please I would be most grateful.

Ash, Solicitor
Category: Law
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Experience: Solicitor with 5+ years experience
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