Management Company AGM

Jennypops

Hi,

Looking for confirmation of the legal requirement to hold AGM, what is the exact legal timeframe.

Date of AGM last year was 1st July.

Lets not get started on the atrocious format of the minutes!!

Paulw

http://www.irishstatutebook.ie/1963/en/act/pub/0033/sec0131.html

The AGM can be held any time within the company year.

athtrasna

Within 15 months of the previous one was the info I got?

Paulw

athtrasna wrote: »

Within 15 months of the previous one was the info I got?

Yeah, that's correct, from the Companies Act.

Jennypops

thanks guys, i thought there was something about 15 months alright.
so by my calculation the time limit runs out on 1st oct, that will be 15 months since our last one. taking into account the required 21 days notice needed for members we are now realistically looking at end of october.

is there any penalty for breaking company law?

im having a nightmare with our agents in terms of getting answers or them dealing with issues on site...developer is still director, estate not fully occupied but majority of houses in occupancy 6/8 years. we asked at last years agm could a member be co-opted onto the board of directors as in fairness it is time we had an active hand in running OUR company and the best interests of members are not being taken into account.

Paulw

Jennypops wrote: »

so by my calculation the time limit runs out on 1st oct, that will be 15 months since our last one.

is there any penalty for breaking company law?

If you get a quorum of unit owners, you can call an EGM.

Otherwise, you should write registered letters to the sitting directors of the management company and demand they call an AGM.

I am not fully sure of the penalty, aside from having your management company struck off, which would have major serious effects on the running of your development and twice as serious for anyone wanting to sell their unit.

bobbysands81

athtrasna wrote: »

Within 15 months of the previous one was the info I got?

Within 15 months and within the following Calendar year.

For instance if an AGM is called in November 2010, the next one has to be held in December 2011 or before, it can't be rolled over to Jan 2012.

bobbysands81

Paulw wrote: »

If you get a quorum of unit owners, you can call an EGM.

Otherwise, you should write registered letters to the sitting directors of the management company and demand they call an AGM.

I am not fully sure of the penalty, aside from having your management company struck off, which would have major serious effects on the running of your development and twice as serious for anyone wanting to sell their unit.

If your management co gets struck off then the Minister for Finance owns your apartment complex and you have to go to the High Court to get the ownership back - a costly business.

Jennypops

thanks for the replies

i have emailed the agents and director regarding this and noted that if i do not receive a reply (replies take anything up to a month, and then they dont even answer the question asked) that i will seek a quorum to call an egm. it is extremely frustrating because the agm held in july 2009 was for the accounts year ended 31st october 2008...so now we will be having an agm in around october/november 2010 discussing accounts year ending october 2009...constantly miles behind and having absolutely no say in decisions being made. issues with service providers in the estate and nothing is done, just half arsed answers and empty promises..no communication at all from the agents regarding our estate...it feels like we just pay this money year in year out and our views are not taken on board at all. im sure though it will be a different story if ever the members actually get to take control of the company and have the power to make all those decisions, including who we want as our agent.
sorry for ranting!!

Paulw

bobbysands81 wrote: »

Within 15 months and within the following Calendar year.

For instance if an AGM is called in November 2010, the next one has to be held in December 2011 or before, it can't be rolled over to Jan 2012.

You're incorrect there, according to the Companies Act, 1963, Section 131

131.—(1) Subject to subsection (2), every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.

So, any time within 15 months from the previous AGM, once an AGM has been held within 18 months of the company being formed.

As for penalties,

If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Minister under subsection (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and if default is made in complying with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.

As I said, you need to send a registered letter to the directors, and if you get no satisfaction, you then need to go to the courts. An email is not enough, in the eyes of the court.

bobbysands81

Paulw wrote: »

You're incorrect there, according to the Companies Act, 1963, Section 131

131.—(1) Subject to subsection (2), every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.

So, any time within 15 months from the previous AGM, once an AGM has been held within 18 months of the company being formed.

As for penalties,

If default is made in holding a meeting of the company in accordance with subsection (1), or in complying with any direction of the Minister under subsection (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding £100, and if default is made in complying with subsection (5), the company and every officer of the company who is in default shall be liable to a fine not exceeding £20.

As I said, you need to send a registered letter to the directors, and if you get no satisfaction, you then need to go to the courts. An email is not enough, in the eyes of the court.

I think I'm right mate as the opening line states... "Subject to subsection (2), every company shall in each year hold a general meeting..."

I'm open to correction and clarification but this was always my reading of it... but I could be wrong.

Paulw

But, it also states - and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.

That seems to give 3 months grace each year, hence the 15 months.

bobbysands81

Paulw wrote: »

But, it also states - and not more than 15 months shall elapse between the date of one annual general meeting of a company and that of the next.

That seems to give 3 months grace each year, hence the 15 months.

But then why mention "each year" at all then if it doesn't have to be held every year but every 15 months?

Including "each year" only maks sense if it means that there has to be an AGM each and every calendar year.

I still think it means that there must be an AGM called every year and they can't be more than 15 months apart.

For instance...

1. AGM held on 1st January 2009 and next one held on 31st December 2010 - Not allowed happen as breaks 15 month rule as there's 24 months between AGMs.

2. AGM held on 1st December 2008 and next one held on 1st February 2010 - not allowed happen as no AGM held in 2009.

3. AGM held on 1st December 2008 and next one held on 10th December 2009 - this is fine as it happens within 15 months of the previous one and in the subsequent calendar year.

As I said I only think I'm right... I'm not 100% sure!!!

Paulw

It certainly makes for an interesting point of discussion.

Your examples do put in actual perspective.

Point 2 though is the one where there could be room for discussion. It's still within the 15 month provision in the Act.

The_Conductor

I think we're getting bogged down here.......
OP- I think your query has been answered. If you'd like to continue discussion on this- please PM me to reopen this thread.

Shane

Victor

It may be worth your while for the residents getting a solicitor or similar to represent them in dealings with the management company and the directors.

There may be a case for the shareholders being oppressed and for the current directors being removed.