Voting at AGM of Management Company

Benimar

Sorry if this has been asked and answered.

The Articles of Association of our Management Company do not allow people to vote at AGMs, EGMs etc if 'all monies immediately payable' have not been paid.

My question revolves around people in arrears who are in an agreed payment plan. Are they regarded as being in arrears, or does the existence of the payment plan mean they are up to date (assuming they are keeping up with the payment plan)?

pinkypinky

I think it's probably open to interpretation but if a payment plan is in place and being kept to, then it's fair to allow voting.

April 73

It may be worth checking the MUD Act. I seem to recall something in that that says you may not exclude members from voting at an AGM regardless of arrears.

For me if a payment plan is in place & being adhered to then the member should have their vote. Otherwise would you exclude people paying fees over a year by direct debit as technically they have not paid all money owed on the date the fees are issued?

Paulw

April 73 wrote: »

It may be worth checking the MUD Act. I seem to recall something in that that says you may not exclude members from voting at an AGM regardless of arrears.

Can you indicate where in the Act that might be, because i can't find anything like that.

In our company, if you haven't paid, then you can't vote, but if you are in a payment plan and are not paying off any arrears, then you are permitted to vote. But, we have never had such a situation. Those who tend to attend the AGM are fully paid or in current payment plans.

April 73

I may not be correct but I seem to remember something about this coming up in my previous management company. If it's in the M&A of the company it may be ok.
However the difficulty can arise in how you single out the non-paying members at an AGM - if the method separates paying & non-paying members it could breach data protection (mad as it sounds).
In reality over 5 AGMs that I chaired - a non-paying member never once turned up.

seamus

The MUD Act is a bit..ahem..muddy about the voting thing.

It basically allows for special rules in relation to voting for management companies that were established before the MUD act came into being. People who would otherwise be entitled to a vote due to the MUD act can seek to enforce their right to vote through the courts.

The test in this case is whether the voting structure is "just and equitable". I think most courts would find that suspending voting rights for members in arrears is "just and equitable" provided that it's transparently done and applied without prejudice.

Paulw

April 73 wrote: »

However the difficulty can arise in how you single out the non-paying members at an AGM - if the method separates paying & non-paying members it could breach data protection (mad as it sounds).

I can't see where that would breach data protection. You are able to prevent a person from voting, on the basis of their fees not being paid, as per the articles of association of your company. There would be no breach of any data protection legislation there. You are not separating people, you are simply informing them that they have no vote.

April 73

How do you intend to inform them? Verbally when they sign in? If another member hears then you have breached data protection. If the non-paying member raises their hand will you tell them & the rest of the audience that their vote doesn't count?
I'm not saying I agree but it's fraught with difficulties.
http://www.askaboutmoney.com/threads/how-to-restrict-voting-rights-to-paid-up-members-only-at-a-large-mgt-co-agm.183104/

Paulw

Much of what the DPC say is simply opinion. Their opinion, but their opinion isn't law.

I have had discussions with the DPC before on items, and if you ask the same question and get a different person, you can actually get a different answer. You simply get the opinion of the person who responds to your query, which again, is not a statement of law.

Yes, we inform people verbally at signin that they are not entitled to vote. When they vote (or attempt to vote), we simply discard their vote.

Lantus

Voting entitlement is usually subject to fee payment. Most directors would take a payment plan as being paid but if in doubt just ask.

I have posed various scenarios to the data commissioner re voting at AGMs and they were fairly adamant that anything that exposed anyone as being unable to vote potentially put directors at the mercy of falling foul to the act.

The reality is that non payers don't attend AGM's. They don't want to draw attention to themselves and don't care.

If everyone sign's in then you have a record of who is there and usually if there is just one or two people who are non payers you can easily visually discount their votes while still recording numbers voting for and against for your records.

If you get a glut of non payers then give everyone a piece of paper and they can write their name, address and then a yes or no and hand it in. a little more time consuming but full proof.