How to stop a member being elected to the management company

office.ie

Hi can somebody explain the process for electing and blocking a new director of the management co for a business estate
My Understand is for example joe propses me then john seconds this can i propose my self and second my self
and also what if somebody is proposed that other dont what how can this be stopped
regards

Paulw

office.ie wrote: »

Hi can somebody explain the process for electing and blocking a new director of the management co for a business estate
My Understand is for example joe propses me then john seconds this can i propose my self and second my self
and also what if somebody is proposed that other dont what how can this be stopped
regards

You can put yourself up for election. But, you cannot propose yourself, not second yourself. It requires others to do that. That is then voted on by the members in attendance.

You can object to someone who is proposed, but again, a vote can elect that person even with your objection, once they are properly proposed and seconded.

office.ie

THANKS PAUL
SO IF THE DEVELOPER IS PROPOSED BY 1 PERSON AND SECON BY ANOTHER I CAN OBJECT AND ONCE MORE AGREE WITH ME HIS APPOINTMENT CAN BE STOPPED IS THAT CORRECT
REGARDS
GARY

The_Conductor

office.ie wrote: »

THANKS PAUL
SO IF THE DEVELOPER IS PROPOSED BY 1 PERSON AND SECON BY ANOTHER I CAN OBJECT AND ONCE MORE AGREE WITH ME HIS APPOINTMENT CAN BE STOPPED IS THAT CORRECT
REGARDS
GARY

It goes to a simple vote- providing there is a required quorum present. He (or she) either wins the vote, or does not- depending on how many eligible voting members are present, and how they vote.

The simply fact that you disapprove of their election to the board- is irrelevant- its a game of numbers.

Paulw

office.ie wrote: »

SO IF THE DEVELOPER IS PROPOSED BY 1 PERSON AND SECON BY ANOTHER I CAN OBJECT AND ONCE MORE AGREE WITH ME HIS APPOINTMENT CAN BE STOPPED IS THAT CORRECT

If the AGM vote to uphold your objection, then yes, I believe so. If there is a proposal, and then an objection, the floor must vote. You should check the Companies Act for details and also the Articles Of Association of your management company. There may also be information in your Lease Contract.

davo10

OP, word your objection very carefully as minutes are kept of what is said by who at the meeting. Do not make any accusations or statements you are not prepared to stand over or that you cannot prove.

office.ie

Thanks every body i am the chairman of the committee and think there may be objections by others and just need to know what to do if it arises.
Thank you
gary

Victor

The best way is to have a better (more qualified?) candidate.

The_Conductor

Gary- one thing to be cognisant of- is the 3 year rule in the MUD Act.
Aka- if you have directors and/or the chair- having to retire- you could have a number of people legitimately going for positions- and unless you had suitable candidates to fill the empty posts- you could end up with people you can't work with........

Lantus

The process of director rotation, retirement, appointment is covered in the companies articles of association (AoA) and the ODCE guide which provides relevant sections of company law. (and a good example of director rotations over multiple years and scenarios.)

Its quite complex as you can come at it from multiple angles. Generally there is no 'proposal and seconded' unless provided for in the companies act or AoA. All actions where required should be by member vote and this normally occurs at an AGM. Directors can only become directors because they want to and because they have followed all company law requirements.

Assuming you are talking about an AGM where the normal business will include director resignations and appointments then the company should have its legally required number of directors. The default number is two. If the members want to appoint another director there would first need to be an ordinary resolution voted on the increase of the number of directors and then an ordinary resolution to appoint director 'X' to the board. This must be by member vote and only those who are eligible to vote (typically if you have paid ALL your service fees.)

However.....usually the AoA contains a standard clause that any new director would need to make a written application to become a director no less than 3 and no more than 21 days before the AGM giving notification of their intent to be put forward as a director. This must be co-signed by another member. So you cannot say on the night I want to be a director UNLESS an existing director is more than happy to appoint you and put forward the ordinary resolutions as outlined above.

Even with the letter sent it would still require member vote.

Of course there are other ways to become a director. A director can resign and co-opt another person to take their place outside the AGM process. In this case they automatically become eligible for re-election at the next AGM.

There is nothing to stop the current directors or the members requesting on the night that the proposed director give an overview of themselves and presumably members are free to object to such an appointment and air their concerns accordingly. Great care should be given as to the reasons why and it can be very easy to fall into a trap of making slanderous or damaging comments. AGMs are legal meetings with legal records made in front of multiple people. You would be mad to accuse or wrongly harm a persons reputation.

Of course if the person is that bad it couldn't be that hard to either get a load of people to attend the AGM to vote against such a person being a director or ensure that everyone returns their proxy forms clearly stating that in the case of such an appointment they would vote no. If people don't want to do this then the question must be asked why are you trying to block this person and is there a legitimate reason?

Edit: The 3 year rule means that they must be re-elected after a three year term. Prior to this there may be no requirement unless the articles require it.