Uncivilised behaviour at AGM / Gen Meeting

deepriver

I have an up and coming board meeting / AGM and I am expecting my fellow director to be out of order by cursing, ignoring agenda and general unruly behaviour. What steps are available to the chairman in the event that the agenda is ignored or a director becomes aggressive or uncivilised?

TheCostumeShop.ie: Ronan

I would suggest send out a code of acceptable behavior attached to the agenda for the AGM. Then allow a time for the Director to have his say in the agenda (maybe at the beginning and end of meeting so he has no course to interrupt) so that he may be heard and bundle all the unprofessional behavior in that time.

I always find people behave better when they are being supervised, would it be possible to find a reason to record the AGM (Video / even just audio) for the benefit of a non attending shareholder (vote the suggestion in).

Would suggest some professional legal advice on this one though.

I would recommend you get a mediator for the meeting. If your company has a lawyer or has used one who knows about your operations, have him taking the minutes of the meeting, recording it and mediating it.

blue4ever

As Chairperson, it’s really your responsibility (and the Co Sec’s) to ensure that certain ‘milestones’ are legally achieved - say approving the accounts etc.

If this forum is already warming up to be a bit of a bun fight, then take the fluff (ie strategy, next year, yada, yada) off the agenda and deal with that’s only necessary – don’t let it descend into an arena where people “gob off”.

Bring up the necessary topic and discuss it - move on.

Keep the Board Meeting to the Board, nobody else bar someone to take minutes.

There are plenty of other occasions that you can gather to let people blow steam – but leave the AGM to what’s required in legislation and get out!

And – it wouldn’t be the first time someone said a rude word at an AGM!

Good Luck – keep the head.

deepriver

thanks to all for the feedback, these common sense approaches seem to be the order of the day, I may also record the meeting as per Fancy Dressers advice. Luckily we have a mediator, but this is the most worrying part in the last meeting the rogue director went for his jugular and he quickly ended the relationship with our company... I fear the same may happen (i dont mind so much if its directed at me)

Has anyone any experience of excluding a person from a formal meeting? May be the mast resort but it is not possible to allow aggressive and threatening behaviour I am sure

blue4ever

Depends! If the director has a shareholding, then he could be entitled to be there. If he is a director in title only - why not vote him off the board?

TheCostumeShop.ie: Ronan

deepriver wrote: »

the rogue director went for his jugular

Wow, i didn't think it was that bad. I'd have someone take him aside in a friendly way and make it very clear that that behavior will be considered assault, will be treated by the police and has as it has a direct result on the companies ability to be profitable in terms of reputation and ability to hire professionals.

I'd seriously consider giving him an exit strategy.

deepriver

it was more a case of he lost it and the mediator happened to be the man sitting in front of him and in fairness the guy gave it socks back and ended the relationship after the meeting and I dont blame him

This director is a significant shareholder... what I am thinking is, if technically he attends the AGM but it all goes pear shaped and has to be abandoned, we appoint a new director (solicitor/accountant etc) and get the end year accounts signed and in while still meeting statute on holding the AGM

blue4ever

I think at this point you need to chat with a solicitor.

I did Company Secretarial years back - and distinctly remember shareholders rights to each other. Fraud o Minorities etc.

If the meeting is not conducted properly (ie if you exclude him) he "may" have the right to have the AGM voided basically -

That a dim an distant memory - do not take that as gospel - but I would get serious advice on that topic.

C

deepriver

can you recommend a solicitor? What kind of rates would they charge? Its a very small retailing business and to be honest doesnt have a lot of cash... I guess I have been a bit reluctant to seek legal advice on this basis

does any statute stick out in your mind Blue to this area... I guess it would be the companies act

blue4ever

Its that long back....:rolleyes: I cant be exact - Companies Acts are involved.

antoinolachtnai

It's also going to be what is in your articles of association, which you should re-read.

It's not quite clear if the two of you are the only directors. If you are, then that's going to be interesting. If one of you have a majority of the shares, you might be in a position to nominate another director, and this would obviously change things when it comes to the board meeting.

I'd say the suggestion about giving him time to speak at the beginning and the end is probably a good idea.

The important thing to remember is that you only need to complete the agenda, do whatever votes you need to do and whatever else you need to do at the meeting.

He can curse and badger and swear and talk all he wants if that's what he wants.

The important thing is that you get what you want.

I can't see that 'abandoning' the AGM or board meeting is really an option. You really have to complete the agenda.

You certainly can't fire a shareholder (unless you have a shareholder's agreement that allows you to buy him out and you are in a position to do this, or there is provision under the companies act to do it, or you are in a position to dilute his shareholding). You will also have a tough time firing a director.

You really do need professional advice on the legal and commercial side.

Really though, you have to sort this out in order to allow the company to get back to focusing on the real business. You will have to buy this guy out or give him back his money or come up with some solution to move the thing forward.

probe

I'm assuming this relates to a private company, and you won't have an audience of disgruntled shareholders who have seen the company's share price tumble.

In these circumstances I wouldn't waste money on having a lawyer present (which might cost EUR 500 per hour or more, depending on who is involved). Issuing some form of code of conduct thing might be a "red rag to a bull" with this guy.

Be diplomatic. Stick to the agenda. Let him huff and puff and make a fool of himself if he so wishes. Smile. And be ready to move on to the next item until you reach the end of agenda.

He either has something useful to contribute or he doesn't. That will be apparent to most other people attending. Avoid attempts to censor his behaviour - because this will only build up steam in the pressure cooker.

Take notes - unless you have a neutral, capable minute-taker present.

Aelfric

Having been a member of a Board of Directors for the past 6 years in varous guises (presently Secretary), I can honestly say that sticking rigidly to the agenda and not allowing the meeting to go off topic is a tough job, requiring a good solid chairperson. It is imperative that detailed and accurate minutes are taken, and that outbursts and/or personal attacks are also included. It could be minuted like "A heated exchange took place between X and Y as to the future direction of the company. The chair suggested a future meeting to discuss this matter in more detail."

Be diplomatic, but firm - if this guy behaves like an ass, then don't allow the meeting to be brought down to his level. Eventually, when his unprofessionalism becomes more and more apparent, he may, fingers crossed, change his ways. Or not.

Best of luck.

AndyJB

Just a few suggestion, but first try and prevent it spilling over into the AGM in the first place.

Suggestions:
1) Speak with director prior to meeting to get issues on the table / agenda in a structured manor. Have this meeting minuted and documented / witnessed. Issue director with minutes and allow opportunity within a reasonable time frame to agree/disagree with content i.e 14 days from issue.
2) Can issues be addressed prior to AGM? If not, put item on agenda stating issues with said director referring to document as at 1 and inform meeting that a formal arbitration process will be implemented - stating a time frame.
3) The board chairperson must remain impartial but firm at all times. Also be aware that there is legal precedent in place where the interests of minority shareholders have been ignored / overruled.

The above are only ideas / suggestions so I strongly suggest you run ideas past a legal professional.

Of course it begs the question what's their agenda? Directors on a rant really is a waste of time and money. If you could redirect their energy into the business or get them to move aside you'd be better off.

Do let us know how you get on.

Regards,
AJB

Trojan

Some great advice above.

I particularly agree with this:

AndyJB wrote: »

what's their agenda? Directors on a rant really is a waste of time and money. If you could redirect their energy into the business or get them to move aside you'd be better off.

If you know or can figure this out, you can turn it into a more positive situation by addressing his concerns directly. Search the web for terms like "conflict resolution" or "resolve business conflict" for some advice on how to deal with the logistics of this.

If it might be a "personality type" issue rather than a specific concern, then you could look at personality type models (such as the enneagram or MBTI) to help figure out how to deal with him - e.g. what motivates him? Success, money, family, security, freedom? Appeal to what motivates him to help resolve it. Also if you know his friends or family, and this really depends on your exact situation, they may be able to tell you how to deal with him better.

Finally, it could be illness/stress/alcohol related for all we know, if you suspect that then you'll need to talk to someone with appropriate knowledge there.

Best of luck resolving it - and please do let us know how you get on!