Owner Run Management Company

daisy1939

I live in a multi unit development with approximately 100 units. The estate have always used an agent to run the management company but the majority of owners are very unhappy with the level of service and the cost of these agents.

The owners are considering taking over the running of the company and would like any information from others that have done this - obstacles incurred, was it a success etc.

Thanks in advance.

happyfriday74

Apartment complexes can and do run blocks themselves but these generally are small blocks of a handful of units(i.e 4 to 6 units where there are fewer moving parts). Anything larger than that it nearly always ends in tears.

To run a block of 100 plus units without a agent would be a very time consuming and difficult task.

The margins, particularly in residential management, of management fees are normally quite small and you would be surprised just how much work needs to be done behind the scenes that isn't immediately visible to the apartment residents.

As well as keeping the development looking well, there are fees to be billed, chased and collected from multiple individuals who live in the complex. There insurance to arranged, corporate formalities that have to be adhered to on the calling of meetings etc.

Bear in mind an ad hoc managed block will be a big problem for when you decide to sell the property. A buyer's solicitor will be very apprehensive letting their clients buy into a block where anything looks out of place or strangely run. This will cost you a sale or leave you liable for the buyer to be cheeky and chip your asking price.

Muahahaha

OP would not advise the residents management the development themselves. But what you can do is change management agents. To do so you would have to round up enough residents to vote to do just that at the AGM. You need to request the Articles of Association and Memorandum of the Management Company and read up on the rules pertaining to selecting a management agent.

If you win the vote then you can change the agent. Its not easy work but some apartment complexes have done it in the past due to not being happy with the service being provided by the agent. Even losing the vote has the upside that the agent will be put on notice that residents are not happy and would hopefully up their game because they will be in fear of a further vote the following year.

happyfriday74

As per the post below, If the agent isn't a good fit then replace them with another as there is a large amount of property management companies to choose from.

Be careful on voting to remove the managing agent agent and be sure to check the contract if it give you the means to remove them mid way through the contract

If the owners terminate it incorrectly they could be landed with carrying the fired agents fees up to the end of the contract term alongside the new agent.

Most PRSA contracts set out the procedure on how to do this. I.e is its for performance issues normally the issue is outlined in writing and the agent is given a time to correct the issue before final termination can be done.

Alternatively if no contract is in place normally a months notice can be given for them to walk easy peasy

If mid contract your best just sitting it out until contact expiry and teeing up a tender a few months ahead of expiry or have another agent to be ready to come on board.

caviardreams

Would second the comments above - a good managing agent can be relatively good value. If they have good contacts they can often get cheaper quotes for maintenance contracts etc. if they are using them for a number of developments which may be cheaper than a group of owners could negotiate. Also they have leverage in terms of getting repair guys to come quickly because they do so much business with them, which can sort problems faster sometimes. What about an out of office service - would owners be happy getting calls at 2am for a leak or broken lift or another issue?

The agent fee per apartment in my block is approx €150 pa - I don't think it's outrageous and would be of the belief that the quotes and rates they get certainly offset a portion of that as a lot of the service costs are very reasonable in my block, so what you spend on the one hand you get back on the other in terms of efficiency, and better value for money in other areas. Totally depends on the managing agent however, and I have no doubt there are bad companies, but also less bad companies

737max

some stupid management company member elected to the board or as secretary will get stuck with the unpleasant stuff if self-managed. I was that fool for too long. if you aren't that fool then enjoy the savings from eliminating the Agent's fees.

Lantus

So the answer is it depends.

It will take a lot of time to self manage which you need to be honest about. Company admin includes all correspondence, accounts, banking, working with auditors, maintaining records, answering queries and preparing budgets, running agms and all legal compliance etc.

Subject to your unit types you will need building knowledge to a varying degrees. So houses not really any but apartments with lifts quite a lot. Even so it could be a steep learning curve.

There are no legal implications with self run developments and selling. I did it for years and processed multiple sales. Other estates are doing it right now.

So look at your development and the unit type and issues and then the team that propose to run this and see if it's viable. It can be an incredibly rewarding experience on a personal level as you will gain so many skills.

April 73

I was the director of a management company for five years & we did all the work ourselves. It was a housing development of 150 houses so our remit was only landscaping, planting & the grounds, public liability insurance, fee collection & accounts. So quite limited in it's scope.
That still took a lot of work and there's no way I would do it for a multi-unit development which included the buildings. It's far too much work for a small group of people to do it for free.
Plus people can become quite abusive to the directors - I had my eyes opened to human nature during my five years. Although as Lantus says above - I learned a lot of valuable skills as well. I wouldn't do it again though.

Agustine

With regard to addressing issues with agents or changing agents, our agent turns up at AGM's with large numbers of proxy votes which allows her to control the outcome of meetings in her favour. Is there anyway to ensure that this does not continue to happen? Would it be possible to insert a clause in the Agent's contract to prevent her doing this because she is a contractor,/agent rather than an owner and there may be a conflict of interests. Being the agent she has direct contact with almost everyone. The rules state that a proxy need not be a member of the management company.

Lantus

Agustine wrote:

With regard to addressing issues with agents or changing agents, our agent turns up at AGM's with large numbers of proxy votes which allows her to control the outcome of meetings in her favour. Is there anyway to ensure that this does not continue to happen? Would it be possible to insert a clause in the Agent's contract to prevent her doing this because she is a contractor,/agent rather than an owner and there may be a conflict of interests. Being the agent she has direct contact with almost everyone. The rules state that a proxy need not be a member of the management company.

Well under company law every member is permitted a proxy vote if they are unable to attend a meeting. There are only one or points in an AGM where a vote is required. Directors and budget for example so what else were the votes being used for?

They would have to be written in such a way they can be used as the directors or their agent permits.

You can request details of all the members that voted for and against any motion, attended that night and the names on proxy votes. Sometimes it is even in minutes.

Agustine

Thank you.
You're right the proxy votes are used on the main issues directors, budgets and EGM's. It's all above board and the names of the proxy voters are given. Of course she has access to all owners but the data protection act is used to prevent others getting access to owners register.
When a proxy vote is left blank it allows the nominee to vote anyway they like. My problem is that because of the Data Protection Act I cannot canvass for proxies, as she can.

TheChizler

Agustine wrote: »

My problem is that because of the Data Protection Act I cannot canvass for proxies, as she can.

Nothing stopping you from going door to door or looking it up (for a fee unfortunately) on the land registry.

You should be able to get the directors names from the CRO and they might be willing to help you stage your 'coup' against the agent.

Agustine

Thanks.

Thought of door to door, mostly rented out but havn't ruled it out. The board "fully supports" the agent.

Lantus

Agustine wrote:

The rules state that a proxy need not be a member of the management company.

Just read this again. This is highly unusual and I would question this. Purchase the articles of association from the Cro and read the entire thing. Typically the only people that can vote at these meetings are the legal members and often they must be fully paid for votes to be valid.

You are receiving a scenario where anyone can vote on your company!!! And bizzare only a proxy.

If you want to pm me anything to look at let me know. I'd be happy to read over it.

Lantus

Anyone can request the members register in full. Data protection act does not apply.

It is an offence not to provide it within so many days.

Email and write to them and ask for it.

Joe222

Are these articles of association the standard contract that the management company has to its leasees?

When a person buys an apartment I presume they get their own contract?
But should they also get this?
Is it always referree to as above or just as management company contract?

Tia

TheChizler

Articles of Association are essentially the 'constitution' of a limited (and possibly other types of) company. They define the purpose of the company and the types of acts it may engage in, and how voting works at meetings

Joe222

TheChizler wrote: »

Articles of Association are essentially the 'constitution' of a limited (and possibly other types of) company. They define the purpose of the company and the types of acts it may engage in, and how voting works at meetings

And are these downloadable from the cro website or do you need to have a log in?
What is the fee to see them?

TheChizler

I can't remember if you have to have an account or not, but it's easy to do. Only a few Euro IIRC. Plenty of other sites do it as well, the likes of Solocheck etc.

CIARAN_BOYLE

Lantus wrote: »

You are receiving a scenario where anyone can vote on your company!!! And bizzare only a proxy.

It's normal enough that a member can appoint someone to represent their interests in the voting.

CIARAN_BOYLE

Joe222 wrote: »

And are these downloadable from the cro website or do you need to have a log in?
What is the fee to see them?

Search4less lets you get a free trial for their website and they maintain a mirror of all fro documents.

Lantus

CIARAN_BOYLE wrote:

It's normal enough that a member can appoint someone to represent their interests in the voting.

That's completely different. In that case the person attends the meeting.

CIARAN_BOYLE

Lantus wrote: »

That's completely different. In that case the person attends the meeting.

What Im referring to is that you can appoint someone to represent your interests in an annual meeting.

I refer to Companies act 2014 section 183

183. (1) Subject to subsection (3), any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his or her proxy to attend and vote instead of him or her.

Lantus

CIARAN_BOYLE wrote:

What Im referring to is that you can appoint someone to represent your interests in an annual meeting.

Yes, but the op is suggesting that the agent had forms only that had been completed by non members which should not be possible.

Either a member completes the form and indicates a voting preference and doesn't go to the agm. Or, they nominate someone to go in their place who acts on their behalf.

There is no issue with proxies per se. They are important.

CIARAN_BOYLE

Lantus wrote: »

Yes, but the op is suggesting that the agent had forms only that had been completed by non members which should not be possible.

Either a member completes the form and indicates a voting preference and doesn't go to the agm. Or, they nominate someone to go in their place who acts on their behalf.

There is no issue with proxies per se. They are important.

No the op is suggesting that the agent has forms that are completed by people that he cant verify are owners because he doesnt have access to the list of owners.

the_syco

See; https://www.boards.ie/vbulletin/showthread.php?p=105940360

Lantus

Request the members register and the names of everyone at the AGM including those members that provided forms by proxy.

Agustine

Thanks everyone for the input and apologies that I have sent somewhat confusing note. The proxy votes are valid and are signed by bona fide, paid up owners. This I understand is commonplace. My understanding is that you don't have to be a member. I was tryimg to see if agents, contractors or employees could be precluded by introducing a cluase in their contract. I'm thinking that a conflict of interest could arise where an agent block votes with proxies to reinforce their own interests,

Lantus, I have written seeking access to the owner register believing that this would be granted. Eventually I go a response saying that Data Protection have said that this is only possible if the original form filled in by the owner had a box which could be ticked in order to authorise the sharing of contact information with other owners. This does not happen and for this reason my request was denied.
Do you have a reference or source for your suggestion that they have to share register with other members? It would be helpful.
I tried to call Data Protection and I had to hang-up after no response for 90 mins

CIARAN_BOYLE

https://www.google.ie/url?sa=t&source=web&rct=j&url=http://www.odce.ie/Portals/0/Members%2520and%2520Shareholders.pdf&ved=2ahUKEwjorZeDrPbYAhWmAcAKHVdXC6IQFjAFegQICRAB&usg=AOvVaw1cNZ2k0VqMX92nLR1ehO2Q

The register is open to inspection to every member free of charge and to any member of the public on payment of the relevant fee4.

Lantus

You need to make reference to the articles of association document on the Cro site you downloaded.

I would also get a book called the owners guide to management companies free on the odce website. You can request a hard copy in writing.

It's not true that the register is private. Reference your articles and section 11 of the handbook above. It's an offence not to send this when requested.

The agent cannot instruct any one to vote. The members are choosing to do so as they wish by proxy.

Agustine

Thank for that Lantus, Just got that other booklet, Thank you also to the other contributors.

jd

I can understand where the existing directors have been nominated as proxies, but the managing agent controlling the proxies is a new one to me.

Data protection does not apply to the register of members of the company. Is it the agent saying it does to you?

Agustine

jd, she is saying that the Data Protection office informed her that she needs to have the permission of members (individual owners) to share their contact details with another member/owner. I think she will argue that the company act refers only to the members registered with the CRO. I think that Owner Management Companies (OMC's) only register a small amount of actual owners/members for the purposes of the CRO. The constitution states that number of members proposed to be registered will be nine, I think that this is for convenience and it may be the norm among OMC's to only register a token amount of the actual membership.

jd

Agustine wrote: »

jd, she is saying that the Data Protection office informed her that she needs to have the permission of members (individual owners) to share their contact details with another member/owner.

I presume "she" is the agent.

Anyway..

https://www.dataprotection.ie/docs/Management-Companies/1245.htm

9.2 Is a member of a management company entitled to be provided with a full list of all registered members of the management company?


Under Section 116 of the Companies Acts every company is required to keep a register of the company's members containing details of the names and addresses of each member (which would not necessarily be their usual residential address if that is different from the property address which they own within the particular development). Every company's register of members, including that of a management company, is a public document. It may be inspected free of charge by any member of the company, and by any other person on payment of a nominal fee (Section 119 Companies Acts).

Accordingly given that there is a specific legal basis for the provision of this data, there would be no issue from a data protection point of view with a management company making these registers available for inspection to members of the company or to the public in line with the specific provisions of the relevant legislation as outlined above.

Agustine

jd, thank you. Yes 'she' being the agent. The obstacle I think lies in the difference between (all) members (owners) and those limited number that are 'registered'. The nine registered members with the CRO will have known that the register is a public document and therefore have consented that their details will be shared. Over 80% of the owners will not have been registered with the CRO (see earlier note). It is is these 80% for which details are being withheld as they have not been asked to consent to their information being shared with other owner/members. Obviously the agent has a detailed list of 100% of the owner/members so may seek blank proxies. Blank proxies can be exercised validly by the nominee whatever way she/he likes. You don't have to be a member to be a nominee to exercise a proxy vote.

Lantus

Agustine wrote:

jd, thank you. Yes 'she' being the agent. The obstacle I think lies in the difference between (all) members (owners) and those limited number that are 'registered'. The nine registered members with the CRO will have known that the register is a public document and therefore have consented that their details will be shared. Over 80% of the owners will not have been registered with the CRO (see earlier note). It is is these 80% for which details are being withheld as they have not been asked to consent to their information being shared with other owner/members. Obviously the agent has a detailed list of 100% of the owner/members so may seek blank proxies. Blank proxies can be exercised validly by the nominee whatever way she/he likes. You don't have to be a member to be a nominee to exercise a proxy vote.

Red herring. The original members are purely a function of the minimum number of people needed to set up a limited company. They are not members in the normal sense and the members register does not apply to them. They don't own property or pay fees.

The document is public and can be obtained freely at any time. Start recording your requests and answers. If they refuse contact odce and report.

jd

And make a complaint to the the PSRA against the agent, as they are obstructing the proper operation of the OMC.

http://www.psr.ie/website/npsra/npsraweb.nsf/page/index-en

Agustine

Lantus l, The link to the to the ODCE Property Management Handbook reinforces your assertion (and also jd's). Chapter 11 focuses on the register outlining the need to make same available and also refers to prosecution for obstruction. This paragraph is game, set and match!

11.11] The ODCE has heard of instances in which members of management
companies have encountered difficulties when seeking to know who are the other
members of their company. We have been told of instances in which directors,
secretaries or agents have told members that such details are confidential and
cannot be disclosed. We think it important to emphasise that this is not so.140 As
outlined above the contents of a management company’s register of members is
information which is available as of right not only to other members of the company,
but to third parties also.

Thank you both so much for your time and advice, and also other contributors. Must go I have an urgent e-mail to send

Agustine

I can't believe that I'm back om here. Wrote requesting members register. Secretary again quoted Data Protection (I know) U had included the excerpt from ODCE. They ignored it. They referred me to arbitration (I know)
The chairman wrote saying he would refer my request to the Data Protection Commissioner.
I wrote to the ODCE, they seemed to misunderstand compliant and referred me to the Data Protection. I wrote back appealing and clarifying that it was a "failure to comply with companies act complaint". I tried to phone ODCE person left message, no response.
Looks like they will cotinue to resist and then concede by which time it will be too late for the AGM. I wrote to Data Protection anyway, awaiting response.