Can i be a director if i am not an owner?

dshakey

Can i be a director if i am not an owner?

i want to be involved in how my development is run, but i dont own the apartment, can i still be an director if elected?

P. Breathnach

It depends on the Articles of Association of the OMC. It's probably not allowed.

The_Morrigan

If you're not an owner then you're not entitled to deal with the ManCo or eligible to be elected.

dshakey

P. Breathnach wrote: »

It depends on the Articles of Association of the OMC. It's probably not allowed.

where would i find the Articles of Association? would it be in the lease? my partner is the legal owner on the deeds. but was told as my name is not on the lease i cant be director

Marcusm

The director ors are appointed by the unit owners and the only restrictions imposed by statute (MUD Act) relate to the length of the appointment. The Articles of the individual OMC may impose further restrictions but not necessarily so. It would be unduly restrictive to require each director to be an OMC member as often only one spouse (for example) is the registered owner. It would be unusual, and against the religion of many owners, to have a tenant elected to an OMC board.

Marcusm

The_Morrigan wrote: »

If you're not an owner then you're not entitled to deal with the ManCo or eligible to be elected.

A propos my earlier post, i suspect you are the property religion type. Any sensible management agent will deal with all occupiers. An OMC does not have an obligation to deal with tenants but it is overstating the position to state that a non owner is ineligible to be elected, unless of course you have reviewed the articles of every OMC in the country. Highly unlikely to be considered for election but not necessarily "ineligible".

Marcusm

dshakey wrote: »

where would i find the Articles of Association? would it be in the lease? my partner is the legal owner on the deeds. but was told as my name is not on the lease i cant be director

Your partner as a member of the OMC should be able to obtain a copy of the articles from his solicitor, any of the directors or the secretary of the company. Failing this, they are a public document available for purchase from the Companies registration Office. Congratulations on your community spirited nature and good luck.

dshakey

Marcusm wrote: »

A propos my earlier post, i suspect you are the property religion type. Any sensible management agent will deal with all occupiers. An OMC does not have an obligation to deal with tenants but it is overstating the position to state that a non owner is ineligible to be elected, unless of course you have reviewed the articles of every OMC in the country. Highly unlikely to be considered for election but not necessarily "ineligible".

Marcusm are you saying it is possible then for me to put my name forward for election? I am not a tenant (my partner might disagree ) but my partner future wife is the legal owner.

Marcusm

dshakey wrote: »

Marcusm are you saying it is possible then for me to put my name forward for election? I am not a tenant (my partner might disagree ) but my partner future wife is the legal owner.

I'm saying that the law does not preclude you but that you need to check the Articles to see if they preclude you. I know of at least one OMC where this has not been an issue for a non resident non owning spouse.

dshakey

Marcusm wrote: »

I'm saying that the law does not preclude you but that you need to check the Articles to see if they preclude you. I know of at least one OMC where this has not been an issue for a non resident non owning spouse.

thanks Marcusm, just downloaded the Articles now from solocheck.ie so will have a read, hopefully there is nothing in it

MarkAnthony

Kudos from me too.

Bear in mind you don't have to be a director to contribute!

dshakey

have gone though the articles and cant find anything in there saying the director needs to be an owner.

davo10

As luck would have it (or not) I am the secretary of the management company in the development I live in. The directors have a meeting on Monday in advance of the AGM, the board includes an EA and solicitor so I'll put your question to them and see what they say but I'm pretty sure that you have to be an owner to be a director. I think the owners can nominate someone else by proxy to vote on decisions put forward at the meeting but I'm not sure that you can be a member of the board by proxy.

P. Breathnach

davo10 wrote: »

As luck would have it (or not) I am the secretary of the management company in the development I live in. The directors have a meeting on Monday in advance of the AGM, the board includes an EA and solicitor so I'll put your question to them and see what they say but I'm pretty sure that you have to be an owner to be a director. I think the owners can nominate someone else by proxy to vote on decisions put forward at the meeting but I'm not sure that you can be a member of the board by proxy.

It's quite possible that the rules in your management company are different from those in the one in which OP is interested. There isn't a general answer to his question, just an answer relating to a particular OMC.

davo10

P. Breathnach wrote: »

It's quite possible that the rules in your management company are different from those in the one in which OP is interested. There isn't a general answer to his question, just an answer relating to a particular OMC.

True but I would suspect non shareholders are excluded from BOM's, it depends on whether proxies are eligible. It would also depend on nomination and objections. If an objection is raised, owners may vote in favour of the objection.

Also, from my own experience, being on the board is a pain in the arse, members don't tend to vote for change because they don't want to risk being nominated. The status quo tends to remain. For my own part, I am resigning at the AGM but I suspect I will be pressurised to stay on because no one wants the job. I'm still resigning because I'm s••t sick of putting my name to threatening letters to home owners who don't pay their fees.

athtrasna

Only owners are members of the Mc, directors are elected from and by the members? Not sure how it would work otherwise

P. Breathnach

davo10 wrote: »

True but I would suspect non shareholders are excluded from BOM's

I'd expect to be the case in most OMCs.

it depends on whether proxies are eligible.

You can't have a proxy director.

It would also depend on nomination and objections. If an objection is raised, owners may vote in favour of the objection.

It shouldn't work like that. Either a person is eligible to be nominated or is not, and the person chairing the company a.g.m. should know the rule. If there are more eligible people nominated than there are board positions, an election determines who fills the positions.

athtrasna wrote: »

Only owners are members of the Mc

Yes.

directors are elected from and by the members?

Elected by the members, yes. But it's not always the case that directors need to be members of the company: that's why OP should study the Articles of Association.

Not sure how it would work otherwise

A non-member in whom the members have trust and confidence could serve. It's common enough in commercial companies. Unusual, however, in OMCs.

sharpsuit

Generally, it is a matter for the members to vote for whomever they want to act as directors. In owners' management companies, the members will be unit owners.

I have been elected as a director to the boards of two owner management companies that were seeking to resolve particularly dysfunctional situations and I was not an owner in either situation. I served my term until the job was done.

In my view, it would be unusual for Memo and Arts to restrict who could be a director, but it is always the choice of the members. If there is a problem and you have the appetite to address it, I would recommend you go for it.

Lantus

Generally speaking company law does not provide limitations on who can become a director of a management company. There is no obvious reason why any company would wish to limit its potential reach as to who could fill a director role. However, it would be unusual for non members to become directors as the role is generally unpaid and comes with significant responsibility.

Occasionally the Articles of Association may contain limitations or they could of been added by existing directors but to my knowledge I have not come across any AoA documents that prohibit non members for standing as directors.

The question is how would any non member hear about the AGM process? Only members receive such documents. If you are a partner of a member then you need to submit in writing your intention to stand as a director no more than 21 and no less than 3 days in writing to the company office. This should be in the rotation of directors section just after the bit you posted.

Your partner will need to sign this and they will need to be fully paid up in service fees or able to vote at any AGM subject to your AoA conditions.

Once such a letter is submitted the matter will become a matter of business that the members present must vote on as it will be them who will decide whether you should be a director and set their service fees and manage their estate (which you have a vested interest in?)

You should propose at the meeting to be allowed to make a 2 minute pitch as to your qualities and ideally canvas the people who you know typically attend ( get past AGM minutes) and convince them to vote in your favour.

Of course unless there is an ordinary resolution to increase the number of directors then you will be replacing one of the existing directors.

Best of luck.

dshakey

Thanks everyone for your input all very useful.
Looking at the companies law . It states a director does not need to be shareholder in a company to become a different and only the articles of association will outline the qualifications of a director. In the articles for our OMC there is nothing to prevent me a non shareholder becoming a director.

As I said earlier my future wife is a owner of the apt and has name her on Lease. I could get my name on the lease, but don't see point as when we married its 50% mine anyway.

davo10

dshakey wrote: »

, but don't see point as when we married its 50% mine anyway.

Oh boy, that statement has the makings of a whole thread in itself. It's wrong by the way.

Lantus

Its members not shareholders. Property ownership is not an issue. Best of luck in getting appointed and running your omc. I wish more people had such a long term approach to managing where they live.

Mrs OBumble

davo10 wrote: »

Oh boy, that statement has the makings of a whole thread in itself. It's wrong by the way.

Once you're married, the "family home" where you are both living is subject to some more restrictions that the rest of the property which either partner owned beforehand.

So while the statement is not fully correct, it's not fully incorrect either.

davo10

Mrs OBumble wrote: »

Once you're married, the "family home" where you are both living is subject to some more restrictions that the rest of the property which either partner owned beforehand.

So while the statement is not fully correct, it's not fully incorrect either.

The OP said it becomes 50% his when they marry, it doesn't , ever, as long as his future wife is the only registered owner. For tax purposes the income from it would be jointly assessed if they rented out after marriage and if they seperate in the future then OP may be able to lay claim to a portion of it but it never becomes 50% his in the manner he claims in his post.