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tdlawyer
tdlawyer, Lawyer
Category: Law
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Experience:  11 years experience of general practice.
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, I am a Director in an UK company. I have been on

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Dear Sir, I am a Director in an UK company. I have been on that position for one year. Today is the Shareholders Metting. I was informed over the phone that the process to define the new board will will like this:
The vote will be secret. It is a Property company. It is a gated community. They will cut the identification of the flat as well. So audit track at all.
The secretary just inform 2 of the other directors the proxis has been registered
the votes will be counting tomorrow in secret!!!!! by the secretary an i do not know who else. The secretary said over the phone he received instructions by the chair or chairman of the board.
I have been with issues this year for lack of transparency. The secretary deny information to me with the excuse he need permission from other director. Have occur more situations as well.
I would like to know it is ok this kind of process.? Additional as a director i have the right to know what proxis have been registered? Is possible the chair or chairman define by himself the process for vote? Could i demand count the votes tonight in front of everyone? I feel this people just want me out f the board because i have been asking and searching.....
Submitted: 2 years ago.
Category: Law
Expert:  tdlawyer replied 2 years ago.

Hello, thank you for your question. My name is ***** ***** I can assist with this.

As a director you're entitled to know how the vote is collated and what apartments voted in which way. The directors have to share information like this across the Board of Directors.

You additionally have the right, as to the other shareholders, what proxies are used, and this information should be recorded in the minutes of the meeting.

Secretaries do need the directors' consent to do most things, and that she/he may have said this to you is not necessarily untrue or wrong.

Most importantly, you can demand what is known as a "poll vote" with other shareholders are the general meeting. Just check the company's articles, and see if if saying anything about this, but you can ask for each person to cast votes and then vote on the resolutions at the meeting.

Hope this helps. If you wish to clarify anything, do let me know, otherwise please remember to rate my answer as highly as you can.

Tony

Customer: replied 2 years ago.

Hi Tony

Thank you for the good response.

A compromise proposal has been put forward where a secret ballot will be used to elect Directors on/off the Board. The forms will be issued at the start of the AGM with votes being counted by the Company Secretary with 2 independent observers during the meeting. The proxies should be available for examination prior to the meeting commencing. Does this seem OK?

Further question is where the Chairman is nominated to vote on behalf of a shareholder are there any issues regarding how he uses these votes?

Expert:  tdlawyer replied 2 years ago.

Hi

I dont see any reason to compromise, other than to make the issue go away and for everybody to be happy, but the Board (including all directors) is entitled to know what is going on and who lodges these forms.

If you're happy to the independent observers are truly independent then that's maybe a way of being able to resolve this.

A chairman is usually given power to vote by proxy in such way as the chair thinks fit. You need to see the proxy form given to know this for sure though, as of course, a shareholder can limit the way in which the chair votes if he/she wants to. Normally though, people just sign forms saying they may vote as they see fit.

Hope this helps.

Tony

Customer: replied 2 years ago.
Dear *****. Thanks for your answer and my apologies for the delay to replay to you.
The meeting was bad. I am out of the board and basically because of the proxis votes. I can not prove they were doing wrong but was a bad flavor in the meeting and people agreed something was wrong.
To complete this advice I would like to know this
1- One of the votes was done for a lady that is shareholder wife. She does not appears in the title as owner. He bought the flat before got married with her. Is this vote valid? Is the answer is no what is the process to invalidate the vote process
2-this secret vote process to appoint directors is correct?
Thanks
Expert:  tdlawyer replied 2 years ago.

Hi again.

In answer:

1. If the votes have to be made by owners, and she is not on the title, then no, this would not be a valid vote.

2. No, I dont think the secret process is right. The idea is that these votes should be transparent to all board members and you were at that point a board member and are entitled to see the vote.

If you want to challenge this, then if you can't agree how to resolve it, then you would likely need to issue proceedings in the High Court to have the vote result declared invalid. It's a complex type of claim, and I would therefore strongly advise that you consult a solicitor and get an appropriate letter of advice done in the first instance.

Regards

Tony

Customer: replied 2 years ago.
Hi tony. Related with point 1 to clarify.
The votes have to be done by the person registered as shareholder, is that correct? She is the wife of the person registers as shareholder and as owner of the fiat. But she made the vote. So is that vote invalid?
Thanks
Expert:  tdlawyer replied 2 years ago.
If the Articles of Association require votes to be counted by a shareholder, then yes, they would, but that would be a very unusual provision in Articles. You should check, but I expect that this is unlikely to be the case.
Regards
Tony
Customer: replied 2 years ago.
Sorry I do not understand. Could she make the vote when she is not registered as shareholder or owner but she is the wife of the person is registered?
I forgot other matter: do I have the right to get copy of the proxys forms?
Additional the proxis forms never were verified. S the normal process do not verify the forms received for the meeting?
Expert:  tdlawyer replied 2 years ago.
If the company's articles say that only shareholders vote (which you said earlier), then she cannot vote on behalf of her partner unless she is a proxy form him and have authorised as a proxy by proxy form.
You have no automatic right now to request proxy forms, but if you believe they have lied or manipulated the votes etc., then you could sue them and you would get the proxy forms as part of the litigation process.
Proxy forms are usually taken at face value unless the Board has reason to believe otherwise.
Tony
Customer: replied 2 years ago.
Ok.
Do I have the right to get at least what proxies where registered, for which flats and who were appointed into those proxies to make the vote?
Expert:  tdlawyer replied 2 years ago.
Not now, no, as you are no longer a director. But, as I said, if you were threaten to challenge them legally, you might get disclosure ordered by a Court without issuing a claim as such. This is called "pre-action" disclosure, so you could get to the bottom of whether you actually had a claim.
Regards
Tony
Customer: replied 2 years ago.
Ok but the minutes of the meeting should include the nane of the shareholders were in the meetings as well the proxies?
Is correct the proxies form were not verify?
Expert:  tdlawyer replied 2 years ago.
The minutes should record who was in attendance, whether in person or by proxy, yes.
Regards
Tony
Expert:  tdlawyer replied 2 years ago.
Has this answered your question is there anything more you would like to clarify? Please remember to rate the answer for me.
Regards
Tony
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