Hi, Thank you for your question and welcome. My name is ***** ***** i will assist you. What percentage of voters/members actually want to have a re vote? Kind regards AJ
Hi, Thank you. It would make a difference as you would need more than 50% of the voting members to force through any resolution. If the directors refuse to exercise their power you could have a claim against them for breach of fiduciary or statutory duty under S.172-177 of the Companies Act - this would be a last resort. Is there a mechanism to change the directors in the company articles? Kind regards AJ
Hi, Thank you. ***** ask what exactly was voted on at this resolution? What was the subject matter? Kind regards AJ
Hi, Thank you. My apologies, the only subject matter you are seeking to challenge is the validity of the appointment of the directors and chairman? Was this a resolution to renew their appointment? What type of articles of association does the company have? Kind regards AJ
Hi, Thank you. Are the articles of assocation the table A or model articles or are they bespoke articles? kind regards AJ
Hi, Thank you. Yes company law does override the articles, but if the directors are not validly appointed then technically any action or resolution they subsequently pass is not valid either. You would need the articles to tell you what should happen if there are no valid directors of the company - normally they say that all the invalid directors can do is call another meeting to validly appoint new directors. As a starting point I would get the dissenting shareholder group to write a letter to the board from a solicitor declaring their appointment in valid - at least then you have it on record. Once they see you have taken legal advice this should put enough pressure on them to force them to actually reconsider the vote or the motion. Suing them in court for breach of director duty is really a last resort. Kind regards AJ
Hi, Thank you. ***** is just an administrative record, if the appointment of the directors has been done incorrectly then merely filing it at Companies House will not validate the appointment. Are they referring to S.23 of the the Articles? Kind regards AJ
Hi, Thank you. A director can be appointed or removed by Ordinary resolution. An ordinary resolution can be passed by a voting majority represented by more than 50% of the share capital. This is S.23 of the Companies Act 2006
Notice to registrar of existence of restriction on amendment of articles - what is their alleged relevance of this?
Hi, Thank you. Yes please include it in this thread? Kind regards AJ
Thank you. The s23 they refer to is under the constitution not the Companies Act. If they wont declare the meeting void then call a meeting under S.303 to replace the board of directors. Do you more than 50% of the votes? Kind regards AJ
Hi, My apologies. If you have the support of more than 50% of the voting share capital you can propose a resolution to remove directors - that is if they wont declare the vote from the last meeting invalid. Kind regards AJ
Thank you. You can remove a director by ordinary resolution, see S.168 of the Companies Act 2006.