Grange Rath Update - payment of service charges

IN-THE-KNOW · 25-03-2015 8:39am

Directed at horse7; In the end the owners will have to pay. Going foward the likely annual fee for any apartments/houses will increase until this whole mess is resolved. It's a known fact that more owners are aware of the problems than anticipated within the estate but unfortunately some of these owners do not want to take an active part in dealing with the problems. I can only assume that this will change soon after they receive a high bill to pay!!!

IN-THE-KNOW · 06-04-2015 11:03am

AGM pack arrived into letterboxes over the weekend – COMPLETE JOKE to say the least!!! Agenda listed and some documentation missing i.e. minutes of previous meeting, incomplete financial report, special resolution for the <snip> change of Memos & Arts in the 1st incident and no supporting documentation to back up resolution in order for ALL 945 MEMBERS to review in advance of the meeting.

The 2013 financial statements have no transparency in the accounts. The auditor has clearly stated and I quote “we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an auditor opinion. Accordingly we do not express an opinion on the financial statements”. If this is the case, why are the financial statements being presented to the owners to adopt at the AGM???

It was stated in the financial statements that the Director who got paid of the shared amount of €79K was not getting paid as a Director and was getting paid as a bookkeeper only – COMPLETE JOKE to say the least!!! This remuneration was not presented to ALL 945 MEMBERS in advance of the AGM that took place on the 29th July’13 and only presented to the 100 members who did turn up on the night…it is deemed unfair and illegal which I stated on the night. All expenditure has to be disclosed to ALL MEMBERS in advance…not just to a “selected few” in order to seek their agreement a lot easier!!! Don’t forget about the wife of a Director who also got paid of the shared amount of the €79K!!!

It was stated in the financial statements that the Directors were not aware of the UNAUTHORISED changes to the Memos & Arts - COMPLETE JOKE to say the least!!! They were only aware of the name change and now blaming the previous company solicitor. If that is the case, I would be looking for a complaint to be issued by the Directors to the Law Society in order for them to back up their statement of this alleged matter!!! I have an email from the previous solicitor stating clearly that he took his instruction from the board so who is lying?!?!?! My guess is the Directors!!! Its gas, one of so call ex-Directors was shouting out “slander” when I stated at the EGM last year that I was withholding my service charge fee for 2013 due to the mismanagement of our estate and attempted fraud that took place by the Directors and now the truth is starting to appear!!!

All AGM documentation needs to be disclosed to ALL 945 MEMBERS in advance of the meeting otherwise it will be deemed INVALID. A complaint has been issued to the ODCE regarding the matter above.

IN-THE-KNOW · 06-04-2015 12:35pm

Please be aware that I'm after suggesting to one of the Directors and Auditor for a rep of the auditor firm to attend the AGM along with an independent solicitor in order for ALL MEMBERS TO BE REPRESENTED on the night.

Lantus · 06-04-2015 1:11pm

A lot of info and its not clear what aspects relate to what (appreciate your upset.)

Firstly an AGM pack needs to contain what the MUD act outlines which is the previous years accounts, the statements of declaration and a detailed budget for the coming year broken down into a minimum of sections. Typically most budgets will contain much more detail with individual elements being identified. You should receive your AGM pack 21 days prior to the meeting itself with last years accounts showing all spending and income received. This wont necessarily show individual items, just headline and overall figures is the legal requirement. Most OMCs will include the summary breakdown of expenditure to their members as the last page and exclude it for the actual online publication to the CRO.

If you have been provided this then it IS valid. You might not like the content however! The ODCE only deal with company law so if the documentation does not provide sufficient notice that would concern them. However content as outlined by the MUD act is the dept of Justice which is not the ODCE. Just be sure that even if the directors did not provide sufficient notice the cost of re-issuing could be significant so unless they only gave a week it may be best to roll with it.

A budget is a guide to how money will be spent and not an edict. Directors can re-adjust spending as they see fit and re-allocate money (for example a storm may require repairs to be made.) but spending 79k on a salary isn't how I interpret this.

I have said this a few times but the time is now upon you all to remove these directors and appoint new ones and start to move forward.

New directors should put their intention to stand in writing and sent to the company offices and any agent by post, normal and registered and by email. I would even hand deliver to the directors houses (get addresses from CRO) with witnesses and record it if you feel they will play hard ball.

At the meeting this must now be a resolution and the members will need to vote to approve these new directors and remove the old ones.

Remember that unless you give prior notification you don't have any real powers to change directors at an AGM you just turn up to.

IN-THE-KNOW · 06-04-2015 4:39pm

Directed at Lantus; Thank you for your information, much appreciated. Yes you are correct – I’m pretty upset and sorry if my correspondence was confusing to you.

Agenda as follows;
1. Minutes of Previous Meeting – no information given
2. Matters Arising – no information given
3. Adoption of Financial Statements – as previously mentioned in last correspondence
4. Approval of the Sinking Fund – standard
5. Special Resolution confirming the change of name of the company from Colpe Management Ltd to Grange Rath Ltd – no information given
6. Special Resolution to amend the Memos & Arts of Association. This will correct the previous adjustments made when the company name was changed – no information given
7. Election of Directors – standard
8. Resolution authorising the directors to fix the remuneration of the auditors – standard
9. AOB – standard

Again I believe the Directors are trying to brush under the carpet regarding the changes they made to our Memos & Arts by not providing ALL 945 MEMBERS the full information for the resolution. Members are entitled to such information.

ytpe2r5bxkn0c1 · 06-04-2015 4:49pm

It's not usual for an AGM to publish previous minutes or matters arising in advance of the meeting. Indeed matters arising by their very nature cannot be advised in advance of the meeting.

horse7 · 07-04-2015 2:03pm

When is the meeting?

IN-THE-KNOW · 07-04-2015 9:11pm

Directed at Srameen; many thanks for your comment.

Directed at horse7; the AGM is for members of the estate. If members cannot attend, they need to fill in a proxy form and indicate who can speak/vote on their behalf 48 hours prior to the AGM date. The potential date is Wednesday 29th April 2015.

Please be aware that it was discovered that a lot of other information was not disclosed in the financial statements. It is my understanding that the accounts are incomplete for the following reason;

1.No Statement of Director's Responsibilities
2.No Expenditure Sheet
3.No information on the fixed assests
4.Debtors information not adding up
5.Creditors information not adding up
6.Directors payments not disclosed
7.Wages not disclosed
8.Auditors fee not disclosed
9.Agent fees not disclosed
10.No information about the Directors service charges fees paid up to the year end

Also, it is believed at present that the auditor has not fulfilled his responsibilities/duties because even though he has stated clearly in the statements "the audit evidence available to us was limited because inadequate books and records were maintained" this has not been reported to the ODCE. I am waiting to hear back from the auditor regarding this matter.

IN-THE-KNOW · 08-04-2015 8:43pm

Notices will be issued to all residents within Grange Rath ahead of the AGM regarding an update on 2 very important matters i.e. incomplete accounts and changes to memos & arts.

IN-THE-KNOW · 09-04-2015 8:24pm

Please be aware that I believe in order to avoid a court hearing regarding the winding up of the Grange Rath on the 13th April 2015, it is my understanding that it has been put forward to the Directors to put a levy on the members in order to pay the ex-gardener and stop further legal fees, interest etc...

The correct procedure is for ALL 945 members to be notified of a resolution, however, up to now short cuts have been made were not all members were not notified and only presented to the members on the night of the AGM - this may happen again at our next AGM.

I'm advising all members to AGREE ON THIS RESOLUTION.

ytpe2r5bxkn0c1 · 09-04-2015 9:35pm

IN-THE-KNOW wrote: »

Please be aware that I believe in order to avoid a court hearing regarding the winding up of the Grange Rath on the 13th April 2015, it is my understanding that it has been put forward to the Directors to put a levy on the members in order to pay the ex-gardener and stop further legal fees, interest etc...

The correct procedure is for ALL 945 members to be notified of a resolution, however, up to now short cuts have been made were not all members were not notified and only presented to the members on the night of the AGM - this may happen again at our next AGM.

I'm advising all members to AGREE ON THIS RESOLUTION.

Just out of pure curiosity, how are you advising 945 people?

Lantus · 09-04-2015 10:40pm

IN-THE-KNOW wrote: »

Please be aware that I believe in order to avoid a court hearing regarding the winding up of the Grange Rath on the 13th April 2015, it is my understanding that it has been put forward to the Directors to put a levy on the members in order to pay the ex-gardener and stop further legal fees, interest etc...

The correct procedure is for ALL 945 members to be notified of a resolution, however, up to now short cuts have been made were not all members were not notified and only presented to the members on the night of the AGM - this may happen again at our next AGM.

I'm advising all members to AGREE ON THIS RESOLUTION.

Anything other than normal business must be listed as a specific item or resolution as a specific agenda topic. Failure to do so contravenes company law. You cannot ambush an agm by forcing decisions no one knew about. The changes to the articles agreed at the agm previous would be a matter for the odce.

However. You could propose an amendment to the budget at an agm. If enough members agree you could add in the money. The question is given the time period why it wasn't included. But a resolution? No.

IN-THE-KNOW · 09-04-2015 11:14pm

Directed at Srameen; many thanks for your comment. Please be aware that it's up to the Directors/Agent to advise 945 members - not me. I've already updated the Directors/Agent of this matter and it's their responsibility to ensure that this is dealt with in accordance with the requirements of the Companies Acts and the Articles of Association.

IN-THE-KNOW · 09-04-2015 11:41pm

Directed at Lantus; many thanks for your comments and I appreciate your understanding of the matter. Yes you are correct in regards to the proposed amendment to the budget of the AGM.

I will highlight one perfect example of how these Directors love cutting corners. In advance of the AGM in July 2013, ALL 945 MEMBERS (which I'm meant to believe) were informed of the proposed budget and in this budget an office and 2 employees were going to cost the company €89K. No information on the employees were given. On the night of the AGM, the members were informed that the 2 employees were going to be a wife of one of the Directors along with one other Director. The wife of the Directors was being hired as an "Office Manager" and the Director was being hired as a "bookkeeper only". This was put forward to the small number of members on the night and of course the Core Group committee members and their friends agreed because in the end and as per <snip> changes to the company Memos & Arts, payment was being given!!! Other members did not agree to this proposal and I clearly stated that this was unfair and illegal.

Right now what I'm trying to do is stop this happening again. Members are entitled to know ALL INFORMATION in advance of the AGM otherwise the meeting could be invalid for a number of reasons.

ytpe2r5bxkn0c1 · 10-04-2015 8:25am

IN-THE-KNOW wrote: »

Directed at Srameen; many thanks for your comment. Please be aware that it's up to the Directors/Agent to advise 945 members - not me. I've already updated the Directors/Agent of this matter and it's their responsibility to ensure that this is dealt with in accordance with the requirements of the Companies Acts and the Articles of Association.

Fair enough but you said "I am advising all 945 members" and I was wondering how you were doing so. Surely not by way of this thread!

Lantus · 10-04-2015 11:02pm

As I have said before you need to write to revenue outlining this as they would need to be submitting tax returns for all this work. I would also find out where they work and let them know they were moon lighting as many contracts prohibit this or require pre approval.

Was the wife the accountant? Or the director as the book keeper? Do they work in accounting? Either way I would write to their national body like the chartered institute of acountant's advising of all the issues. Make sure you outline where they have breached their code of conduct. Breaking company law, failure to keep books of account, jeopardising the company. If there day job is financial then make sure you write to them about this and in fact I would advise them that you will be writing every major client indicating that their financial providers are law breakers and risk takers and it could be hitting the national news in the future.

In an estate of 945 units it is quite bad that the directors are able to push through so many awful decisions. Any OMC is only as good as the sum its members. It is the members that make an OMC what it is. If they manage to get re-elected at the next AGM or vote through anything then you all need to take stock. Your community let this happen?!?

IN-THE-KNOW · 13-04-2015 7:40am

Directed at Lantus; many thanks for coming back to me and again thanks for the advice.

The wife was the "Office Manager" and one of the Directors was the "Accountant".

I've given notice to our Agent that I will be inspecting and obtaining copies of the Register of Directors/Secretary, Register of Directors/Secretary's interests(in the company or related companies), Register of Members, Register of Director's employment contracts with the company and Minutes of general meetings of members, the board and board sub committees. The Companies Acts require that such books/records are to be kept at the registered office of the company which is our Agent. All members of the company are entitled to inspect these books and failure to maintain these recrods or permit inspection of them is an offence by the company and the Directors. The ODCE is aware of this inspection because one of our members went on site to the Agent last week and wasn't allowed to inspect the records and the Garda were involved. With the Garda help, an appointment is now set up for tomorrow at 12pm.

Unfortunately I am embarrassed to say, YES, our community has let this happen. As previously stated, there are owners who are aware of this matter who fail to get involved/attend the meetings.

Boards.ie: Niamh · 29-04-2015 5:51pm

The thread was removed recently for a review which I have now done. Some posts have been edited. If anyone has any questions about this, please do feel free to PM me rather than take the thread off-topic. Thank you

IN-THE-KNOW · 30-04-2015 7:56pm

AGM last night was painful but worth it!

Memos & Arts; the new name of the company that was presented to the members to agree on was REJECTED as it should have not been changed in the first place. Therefore the original name stays the same and the remaining part of the document was AGREED to go back to the original document as per 2001 as again it should have not been changed in the first place...

Auh bliss...

IN-THE-KNOW · 03-05-2015 10:41am

Just a quick update on the inspection of the registers/minutes/contracts that was carried out by me with our Agent before our AGM - unfortunately our OMC failed on the inspection. The registered members list was only available for inspection however this was not even up to date i.e over a year old therefore a complaint went into the ODCE regarding this matter. All other documents were not available/restricted which is an utter disgrace!

Luckily, I kept some information on the OMC documents from March 2013-April 2014 and now they are in the hands of relevant bodies...

Lantus · 03-05-2015 7:01pm

Fairly sure that only the members reg and agm minutes are documents members have a legal right of access to. However, any directors interests must be legally declared under the mud act as part of the decelerations issued as part of the agm pack. Directors meetings minutes are confidential.

IN-THE-KNOW · 06-05-2015 8:23am

Directed at Lantus; thanks for coming back to me. You are correct, Directors board meeting minutes are confidential.

Legally members can inspect/obtain copies of the following;
Register of Directors/Secretary
Register members list
Employees information
AGM/EGM minutes
Contracts

Again, only the register members list was readily available for inspection/obtain copy on the day and this information was out of date. I spoke to my neighbour who purchased her house last March/April 2014 and to date she has not received one correspondence from the Agent in her name. Would anyone pay a bill if the correspondent details were incorrect?? I certainly wouldn't...

Please note for the records that from March 2013 - April 2014 was in the hands of the former/current Directors and according to the budget and I quote "2 x full time employees" costing our company €78K (and I stand corrected not €79K) - which is basically double the cost of a professional agent! If 2 full employees were looking after our company records, how come our company records are not up to date I wonder?!?!?!?

horse7 · 06-05-2015 8:52am

IN-THE-KNOW wrote: »

Directed at Lantus; thanks for coming back to me. You are correct, Directors board meeting minutes are confidential.

Legally members can inspect/obtain copies of the following;
Register of Directors/Secretary
Register members list
Employees information
AGM/EGM minutes
Contracts

Again, only the register members list was readily available for inspection/obtain copy on the day and this information was out of date. I spoke to my neighbour who purchased her house last March/April 2014 and to date she has not received one correspondence from the Agent in her name. Would anyone pay a bill if the correspondent details were incorrect?? I certainly wouldn't...

Please note for the records that from March 2013 - April 2014 was in the hands of the former/current Directors and according to the budget and I quote "2 x full time employees" costing our company €78K (and I stand corrected not €79K) - which is basically double the cost of a professional agent! If 2 full employees were looking after our company records, how come our company records are not up to date I wonder?!?!?!?

Is there any information on how much is in the kitty and monies owed?

Lantus · 06-05-2015 5:25pm

IN-THE-KNOW wrote: »

AGM last night was painful but worth it!

Memos & Arts; the new name of the company that was presented to the members to agree on was REJECTED as it should have not been changed in the first place. Therefore the original name stays the same and the remaining part of the document was AGREED to go back to the original document as per 2001 as again it should have not been changed in the first place...

Auh bliss...

So aside from a vote on some wording no other action? Same directors left in their positions? If I was them I would take this as assurance that the members like being ridden. Ah well. Another 78k salary to be deducted in the coming months.....

ytpe2r5bxkn0c1 · 06-05-2015 6:20pm

Lantus wrote: »

So aside from a vote on some wording no other action? Same directors left in their positions? If I was them I would take this as assurance that the members like being ridden. Ah well. Another 78k salary to be deducted in the coming months.....

Or suggests that the majority of owners are relatively happy with the situation.

IN-THE-KNOW · 06-05-2015 7:05pm

Directed at horse7; as per second opinion sought on the 2013 Financial Statements; it is believed that the accounts are incomplete and not consistent throughout which I informed the Auditors of before our AGM. Therefore, unfortunately I'm not in a position to state any figures. However, feel free to log onto www.cro.ie in order to purchase a copy of our accounts online for the cost of €2.50 when the accounts are eventually filed.

Directed at Lantus; correct, no other action at present from the community however members have been advised to seek a second opinion/take legal action regarding the incomplete accounts and now claimed "unauthorised changes" of Memos & Arts if necessary or release the payment of their service charges - members can't really have it both ways i.e. withholding their service charges and not doing anything about it.

Unfortunately the same 2 Directors. The Directors resigned at the AGM, however because there were no other members coming forward (which I can't blame them) as Directors, the same Directors couldn't really resign because Company Act states 2 members have to be Directors.

Our agent fee at present is €50K. Former/current Directors were charging €78K to hire 2 x full time employees (one of the former directors & wife of one of the former directors - with no property management experience. Our previous agent were charging €40K-45K.

Lantus · 07-05-2015 9:16pm

Directors can resign at any time at an agm or egm with notice regardless on whether others step forward. Otherwise you would be a slave with no escape.

A company must have two directors to be legally viable though.

horse7 · 08-05-2015 1:12pm

Tryingtus wrote: »

Directors can resign at any time at an agm or egm with notice regardless on whether others step forward. Otherwise you would be a slave with no escape.

A company must have two directors to be legally viable though.

Trying to estimate the monies collected by the OMC, roughly 100euro x nearly 1000 units x years. That should equal a lot of money even with costs deducted.

IN-THE-KNOW · 10-05-2015 1:35pm

Directed at Lantus; you are correct.

Directed at horse7; In 2012, the previous company directors outlined that we were €220K in debt. In 2014 it was stated by the former/current directors that below 50% of members paid their service charges for 2013/2014 billing. At our recent AGM it was stated by the Agent that below 50% of members paid their service charges for 2014/2015 billing. In my personal opinion therefore my estimated of debt owed to our company is roughly around the €400K.

Again and please bear in mind that my estimated amount is on the basis that it's believed after I sought a second opinion on our accounts that our 2013 Financial Statement are considered incomplete and not consistent throughout therefore until we have our accounts fully audited nobody really knows what our current financial state is.

Going forward; I will be paying by service charge bill into an "Escrow Account" which will be held by a third party and in turn this will allow me to vote at future meetings. Monies will not be released until a full investigation has been carried out into the incomplete 2013 accounts, 2014 accounts and the now claimed "unauthorised changes" to our company Memos & Arts.

I wonder now if the Directors will issue a complaint into the Law Society about our previous company Solicitor as it's believed from our 2013 Financial Statements that he was the one who carried out the "unauthorised changes". However, I'm confused on the matter because I have an email from the Solicitor stating clearly that he took his instruction from the former/current Directors so who is lying?!?!?!? I've already put this forward to the Directors after our AGM as per advise from the ODCE recommendations.

horse7 · 10-05-2015 11:03pm

I understand that paying the OMC is part of the owners contract when purchasing their property in grange rath. Does this mean if an owner decides not to pay the annual fee to the OMC, and at some stage decides to sell the property,that any fees due would be taken from the sale proceeds?

Grange Rath Update - payment of service charges

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