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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3653
Experience:  Solicitors 2 years plus PQE
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I need help drafting resolutions. Do you advise on company

Resolved Question:

I need help drafting resolutions. Do you advise on company law matters?
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I am an English Company Law expert.
How can I assist you?
Kind regards
AJ
Customer: replied 2 years ago.

Hi AJ,

Thanks for getting back to me. I need some help in preparing a notice and draft resolutions for a general meeting. It concerns a dispute between the board of the management company of a block of flats (which is a company limited by guarantee) and a large number (approximately 25%) of the members who are flat owners.

At a recent AGM it was agreed that there would be a general meeting to address issues raised and members could submit items for inclusion on the agenda of business but the directors now appear to be resiling from that.

I can email you the 6 items we asked be included by way of separate resolutions.

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
Can you post a link to these items of this thread?
Kind regards
AJ
Customer: replied 2 years ago.

Hi AJ,

I'm not sure what you mean by posting a link to this thread. I could cut and paste into this reply box and send it to you that way? Can my reply be seen by anyone else from the public looking at your website?

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
Can you send the details to***@******.*** for my attention?
Kind regards
AJ
Customer: replied 2 years ago.

ok, will do so now.

Expert:  Alex J. replied 2 years ago.
Thank you.
It will take a little while to filter down to me so please do not be concerned if you do not hear from me right away.
Kind regards
AJ
Customer: replied 2 years ago.

I've sent to you via the email address.

Expert:  Alex J. replied 2 years ago.
Thank you very much.
I will revert to you as soon as possible
Kind regards
AJ
Customer: replied 2 years ago.

thanks.

Expert:  Alex J. replied 2 years ago.
No problem.
Kind regards
AJ
Customer: replied 2 years ago.

Hi Alex,

Just checking if you got my email sent this morning timed 11.36 as you requested marked for your attention at *****@******.***? And what the likely timeframe for an answer would be?

Thanks

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
I have not received it yet - the email address is operated by the site administrators. They will see the email is marked for me and will pass it to me.
It some times takes a little while to filter through. I hope to respond to you by tomorrow morning at the latest.
Kind regards
AJ
Customer: replied 2 years ago.

That's fine, thanks.

Expert:  Alex J. replied 2 years ago.
Thank you
Kind regards
AJ
Expert:  Alex J. replied 2 years ago.
Good Morning,
Your message has just filtered down to me - thank you.
I am reviewing the information you have provided and will revert to you as soon as possible.
Kind regards
AJ
Customer: replied 2 years ago.

ok, thanks.

Expert:  Alex J. replied 2 years ago.
Thank you.
AJ
Expert:  Alex J. replied 2 years ago.
Hi
Thank you for your patience.
My Understanding from your email is that you need to address the following:
- Serve a formal notice of a general meeting;
- Prepare a set of draft resolutions for the meeting.
Can you confirm - does the company use Table A Articles of Association? Has the company had a general meeting in the last 18 months?
The formal process you have to pay attention to here is the notice period for the meeting - this is because a proposal to remove a director at a general meeting requires special notice (depending on what articles of association you have). As a general note there is no specific form for draft resolutions or notices. You just need the following information on them:
1. For both
- Company name, number and registered address.
2. For the notice
- Length of Notice
- A Copy of the proposed resolutions attached;
- Date time and location of the proposed meeting;
- Details on any proxy forms.
3. For the draft resolution;
- You need to make clear which are ordinary resolutions and which are special resolutions.
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 2 years ago.

Hi, thanks. Its yes to both of your questions re Table A and general meeting.

Expert:  Alex J. replied 2 years ago.
Hi,
Thank you.
As you are proposing a resolution for the removal of a director - you are required to give special notice of the meeting at which the removal (and/or appointment of a director will occur- see S.168 of the Companies Act 2006.
Special Notice (S.312 of the Companies Act 2006) - is 28 days notice of the meeting.
Is there anything else you would like to discuss further?
Kind regards
AJ
Alex J. and 3 other Law Specialists are ready to help you
Customer: replied 2 years ago.

No, that's all. Thanks for your help.