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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3655
Experience:  Solicitors 2 years plus PQE
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I am the volunteer Chair of a not-for-profit organisation.

Customer Question

Hello,
I am the volunteer Chair of a not-for-profit organisation. One director has been consistently hostile and abusive, such that we have asked her to resign. Let us call her LB. She refused to resign so I sent a special notice of ordinary resolution and EGM to our members to remove her. LB sent a written representation denying all allegations. I sent that to all our members as she requested.
At the EGM LB pointed out that we had erroneously referred to Companies Act 1985 rather than 2006 and called for the meeting to be adjourned. I was not sure if that is correct as the wording is the same even though the year and sections quoted were not. But to be sure not to commit an error I adjourned.
I have now prepared a new special notice and EGM notification using the correct 2006 CA sections. My question is - do I just need to send that to all our members, or do I need to include her original written representation as well? Or does the process start again and she would have to provide another one? LB doesn't work and has all the time in the world to research this which I simply don't, and I don't want to be tripped up again.
Thanks for your advice.
Kind regards, Rosie
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. I am company law expert. Whether you referred to the 1985 Act or 2006 Act, it really does not matter - as long as you have given enough notice (and complied with S.169 of the Companies Act 2006)if it is an EGM special notice I believe is 28 days - then such a minor administrative error should stop the meeting going ahead. If you are going to reserve the notice then you must reserve the written representations she has made - that is her right under S.169 of the Companies Act 2006. Under S.169 of the Companies Act 2006 if you default on this obligation then her remedy is to insist that her representations are read out at the meeting - therefore if you do not resend the representations (or do not ask her to provide a new one) all she can do is insist that any new representation she provides is read out at the meeting. Kind regards AJ