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Jo C.
Jo C., Barrister
Category: Law
Satisfied Customers: 32177
Experience:  Over 5 years in practice
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This is a block of flats. Can a director of this company give

Customer Question

This is a block of flats. Can a director of this company give a proxy to her husband to deal with all matters pertaining to the running of the block other than just to vote on her behalf at meetings. The particular director owns the flat her husband does not therefore he cannot become a director in his own right.
Submitted: 3 years ago.
Category: Law
Expert:  Alex J. replied 3 years ago.

Thank you question and welcome.
My name is ***** ***** I will assist you.
I am a company law expert.
Was the board of directors ever given such management power by the shareholders?
Is the husband acting as a proxy shareholder or as an alternate director?
Has official notice of his status been notified to the board?
Kind regards
Customer: replied 3 years ago.

1. No

2. Don't know.

This company is limited by guarantee - no shares. The flat in question is registered in his wife's name therefore she qualifies to become a director and her husband can vote at meetings with her proxy. We do not think that he can be an alternate director or director by her proxy as he isn't a member of the company nor does he own any part of the flat re. our memorandum and articles which state under no circumstances can anybody who is not a member of the company become a director.

3. Wouldn't know because am not a member of the board.

Expert:  Alex J. replied 3 years ago.
Thank you.
If he is an alternate director then the articles of association have to allow . If he is not, then he is not allowed to act on behalf of the company or with such impunity without shareholder approval or approval of the board.
If he is a proxy member - then the articles have to allow the appointment of proxies and he has to serve a proxy form.
How many members support your opinion that he should not be involved in the company affairs?
Kind regards