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Ash
Ash, Solicitor
Category: Law
Satisfied Customers: 10916
Experience:  Solicitor with 5+ years experience
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Hi - Im a Director of a small not-for-profit company, and

Resolved Question:

Hi - I'm a Director of a small not-for-profit company, and we had our AGM yesterday. I was standing for election as Vice Chair, along with another candidate. That candidate came to the meeting with a prepared speech as complete character assassination of me, which the Chair allowed to be read. I had the opportunity to verbally reply, but not to provide any of the documentary evidence which would have refuted all of his claims, as I had had no prior notification of this. The delegates to the AGM were scared off by his mis-information and voted for him instead of me. I consider his comments to be libellous as they are based on false information. I have all the evidence including HMRC douments. My question is what to do about this. The company has an internal disciplinary process, but it doesn't deal with this type of issue. Can I sue him, the company or the Chair regarding the handling and mis-information? As the mis-information directly relates to the area in which I earn my living, there is a potential financial impact too. Or should I ask the Chair to declare the election null and void, or should I ask at the Board meeting for the Vice Chair to step down, having provided evidence? Help please?
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.

Alex Watts : Hello my name is ***** ***** 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 : What do your articles and memorandum say about matters please? Can the vote be declared void?
Customer:

Attendance and speaking at general meetings
24.—(1) A person, is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

Customer:

Sorry, I meant to add that this is all I can find in the articles. There's no reference to votes being declared void. Surely though it can't be acceptable to influence the vote with incorrect information and the person concerned has no right to question this?

Alex Watts : I need to look some things up and come back to you.
Customer:

This matter was raised as a 'Special Resolution' on the day, with no notice to members. The Chair allowed it to be tabled and heard. I think this is against Section 282 and 283 of the Comapnies Act, and hence illegal. Of course ignorance of the Act should be no defence, as it would be common sense to allow the other 'side' sight of the resolution and notice to prepare evidence, surely?

Alex Watts :

Well I don't think its necessarily against those sections as that allows for the passing of ordinary and special resolutions.

Alex Watts :

However in this case if the information was false and the Chair did not allow a rebut of this information then it may be considered to be improper.

Alex Watts :

However your articles 24 do state they may exercise a right to speak - if this was not granted then the decision is not valid.

Alex Watts :

If the decision is not valid then it can not stand

Alex Watts :

No the difficulty is getting around this.

Alex Watts :

If the Chair refuses to accept the position then you would need to issue Court proceedings to have the decision declared invalid/

Alex Watts :

This is because you can't force the Company to do it again with a Court order, but what you can do is have a declaration that the decision is void.

Alex Watts :

Then the Chair will have to re-run it

Alex Watts :

If the Chair does not a motion of no confidence can be tabled.

Alex Watts :

Can I clarify anything for you about this today please?

Customer:

283 states that notice must be given of a Special Resolution and its text included in the notice! This wasn't done.

Alex Watts : I see. In that case they should comply with that section. The court can void the decision and order compliance.
Alex Watts : Does that clarify matters?
Alex Watts : Don't worry about libel as that is a high court matter and very expensive. Just be concerned with getting this decision revoked.
Customer:

Thank you

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