How long can a person serve on a board of directors before you can request that they step down

Runster

I live in an apartment complex and some of us feel that one of the directors on the board is very damaging to the complex.

She has served on the board for three years in a row but was on the board twice before that.

She will not step down herself and she is supportive of the management company so they are happy for her to be there too.

The owners will not try and oust her as they dont want to cause problems in the neighbourhood but they are annoyed with her decisions

some of which are very dubious to the point where some of us think she may be on the management company payroll.

Peregrinus

Are you an owner?

Runster

https://www.boards.ie/discussion/comment/121099590#Comment_121099590

Yes

Peregrinus

Well, you and the other owners have the power to elect and remove directors, so your best course is to get other owners onside in opposing her re-election, or in electing a majority of directors who can and will outvote her.

Tactics are a matter for you, but probably your best bet is not to frame a campaign in terms of "Ms X is a bad director and must be removed!" but "the board needs new blood/the company needs a new policy or attitude towards the management company; here is a slate of candidates who will lead change!"

Failing that, your options are very limited. You do have a right as a minority shareholder in a company to take court proceedings arguing that you are being oppressed by the company, but that's expensive and would require some fairly unusual facts to have any chance of success.

Unless the articles of association of the owners' company are unusual, there will be no term limits; a director can serve indefinitely, as long as they keep getting re-elected.

Runster

https://www.boards.ie/discussion/comment/121099608#Comment_121099608

Thank you

Victor

"Unless the articles of association of the owners' company are unusual, there will be no term limits; a director can serve indefinitely, as long as they keep getting re-elected." - I thought that some form of term limits were implemented in recent years. Or is it just that there must be changes on the board within a certain time frame, not that individual directors are limited?

Runster

https://www.boards.ie/discussion/comment/121099710#Comment_121099710

Yes thats what I thought too, I was hoping that there was a term limitation.

Peregrinus

https://www.boards.ie/discussion/comment/121099710#Comment_121099710

I must admit this is news to me, which doesn't mean it hasn't happened. Is this for limited companies generally, or specifically for owners' corporations in multi-unit dwellings?

goingnowhere

For OMC's directors are limited to 3 years by law. To serve for a further term they must be re-elected.

If the term is up (review the AGM minutes to see when last elected)

You need to get someone lined up to serve, and have the numbers to get voted in and ensure if the sitting director doesn't take the hint that they won't be re elected if they try and that you have the numbers to ensure they don't. Don't get into politics or words get the ducks in a row. Get the nomination form in the day you get it with the AGM notice.

If their term is not up

You need at least 2 directors on your side, 2 on your side and the 'bad' director. At that point its a simple 2:1 and the 'bad' director is blocked

In all cases, insist on full procedural compliance, physical nomination form signed etc at the AGM.

Former Former Former

https://www.boards.ie/discussion/2058313328/how-long-can-a-person-serve-on-a-board-of-directors-before-you-can-request-that-they-step-down

She will not step down herself 

Has anyone actually asked her to step down?

Runster

https://www.boards.ie/discussion/comment/121099960#Comment_121099960

Yes I have said she should've stepped down after failing to support the owners on a number of issues.

She said shes not standing down and she actually reinforced the dubious stuff she's doing in our face after that.

I also had a relative of another board member phone me to tell me her partner who is elderly and a director is being pressured by her to make decisions agreeing with her even though he told her he didn't agree. She told him he has to make this particular decision and he wasn't able to stand up to her.

I'm half thinking of reporting this incident but his partner asked me not to tell anyone.

I think they want to make the balls for me to fire to be honest

goingnowhere

"She will not step down herself "

Legally there is no choice, after 3 years position must be re-elected. They either win or lose the vote or if no vote is taken they legally are not a director anymore

Per the articles of the company there will be a method to remove a director at an AGM by a simple vote, but that might require more than a simple majority.

I would assume the OMC has hired an agent to manage the development. While the directors run the OMC, you are all members. You have the legal right to the name and address of all other members of the OMC and the companies books. So call the agent and request to meet in person at the agent offices to inspect the books, they can't refuse you. Go through all the expenditure, is it reasonable, are there any personal or professional conflicts of interest between the directors and the suppliers, service providers used etc

Mrs OBumble

https://www.boards.ie/discussion/comment/121099743#Comment_121099743

Term limitation is for BOD of charities.

So unless your MC is also a registered charity (can happen for some housing cooperatives etc) then it's not relevant.

TheWonderLlama

Some good info here:

https://apartmentownersnetwork.org/

But yes, organise your other apartment owners to get one or two more directors appointed and to vote against the other director's re-appointment.

Be aware of how the meetings work.

It may be that on the night of the AGM, they will only count one vote per person actually in the room by a show of hands, unless there is an objection (again, this will be covered by the company's constitution) so get as many people as possible on your side to physically attend.

Eire Go Brach

Nobody wanted to be a directer for our management company. We finally got a good one. But they also made decisions to help out mates in certain industries. Ultimately when I said it to them. They would just say. "Why don't you become a director?". Which I never wanted to. So they had that on me.

Basically what I am saying if you are not happy. Become a director yourself.

Dav010

https://www.boards.ie/discussion/comment/121099710#Comment_121099710

Peregrinus is correct, though the term is limited to 3 years, there is no impediment to the director serving longer if re-elected.

This is the relevant section of the MUD Act.

https://www.irishstatutebook.ie/eli/2011/act/2/section/16/enacted/en/html#sec16

Runster

https://www.boards.ie/discussion/comment/121103550#Comment_121103550

Excellent thanks for that, I appreciate it x

Field east

https://www.boards.ie/discussion/comment/121102692#Comment_121102692

This is a ‘put down’ strategy used by some individuals so as to put you in ‘your box’. So you ‘ put up or shut up’ with what’s going on.

In the vast majority of cases this strategy is never challenged and IT SHOULD BE.

if such a strategy was accepted by us all then we should not be ‘floating our opinions , ideas, thoughts, suggestions, etc at any meeting UNLESS we are prepared to put ourselves forward for election.

the two positions have no connection/ no inter relevance and are totally independant of eachother and are not related in any shape or form

Field east

https://www.boards.ie/discussion/comment/121103550#Comment_121103550

Runster, the following has , to some extent has already been said but I think there is no harm to reinforce it - am drawing from experience . Your FIRST STOP is to get hold of the MEMORANDUm of UNDERSTANDING and THE ARTICLES OF ASSOCIATION of the company. They should inform you as to what the company’s business in and how it should operate/ run it’s business - including election procedures, rules around directors, etc. AND GO FROM THERE. Go through it with a ‘fine tooth comb’ and ,ideally do it with directors you can confide in.

one point that the A of Association might have is that each director is to retire after serving for 3 yrs and can only apply for re election after one year has passed.

’Amateur ‘ boards’ of directors ‘ - and some professional ones- can be notorious for flaunting Article rules - especially in relation to ‘hanging on’

Del2005

https://www.boards.ie/discussion/comment/121103657#Comment_121103657

We've plenty of politicians who are great at pointing out problems with our Government, but they've said they won't go into Government as they can do more in opposition!

The director was forced to take the role. They said if you don't like what I'm doing do it yourself, the other person refused. If you aren't willing to stand up and take on the role then you can't object to how the person elected to the role is doing it. MUDs have AGMs annually where everything is voted on, including giving contracts to the directors mates, if people have issue with how the MUD is being ran they need to go to the AGM and raise the issues and if necessary step up to be elected to the Board so they can fix the problems. If you aren't actively participating then shut up.

Former Former Former

https://www.boards.ie/discussion/comment/121102692#Comment_121102692

Basically what I am saying if you are not happy. Become a director yourself.

This is basically it. Someone, either the OP or someone else, needs to bite the bullet and step up, and preferably two like-minded people so as to have more voting power.

OP needs to organise ahead of the next AGM, get as many people onside as possible and get them to attend or give him/her their proxies, then put names forward to serve.

Otherwise, you have have to suck it up and ride it out.

kibblesnbits30

Can anyone tell me where in the Irish Statute book I’m entitled as a member of an OMC to see past AGM Minutes? I’ve been told in writing by our OMC Secretary that I’m ONLY entitled to view the AGM minutes that were taken during the time I’ve been a member of the OMC. I purchased the property in January 2023, and the last AGM was in December 2022, so there are actually no minutes for me to review if this is the case.

However, upon reading sections, 215 to 217 in the Companies Act 2014, it would appear that I have the right to review all past minutes, as they must be kept in a specific place, for any member of the OMC to review. Are there any solicitors who can weigh in here? We have been trying to clean up our neighborhood (in which there are brothels operating!), we have a Managing Agent who we believe (upon checking with PSRA) does not have a letter of engagement, or a License, and a secretary of our OMC, who is consistently feeding us misinformation.

Any legal citation would be of the utmost help!

Field east

https://www.boards.ie/discussion/2058313328/how-long-can-a-person-serve-on-a-board-of-directors-before-you-can-request-that-they-step-down

Get a copy of the Memorandum of Understanding and Articles of Association of the company Association first and see what they say re rotation, how long a director can serve for and has there to be a time gap between a director/board member stepping down and when they are eligible to be considered for a directorship position again. Also is there a minimum and maximum number that can be on the. Board. What is the Quran needed for ordinary , extraordinary and AGM meetings, etc, etc. if such rules/ guidance/ regulations exist then you will be in a reasonably good position to know what rules are being broken. It is normally at the AGMs ‘ that directors step down

Runster

Hi there, there is a person on the board of directors in my apartment complex who is elderly and slightly disabled with bad hearing.

He wanted to vote a certain way at a board meeting but there is a very strong board member who kept telling him he had to vote the way she wanted.

His relation phoned me up to tell me this and I rang up the management company and said that I was calling them in confidence to say that it sounded like this man was getting bullied into voting a certain way.

The property manager said that was a serious allegation i was making and that she chaired the board meeting and nothing like that happened.

I personally know this 'strong' character on the board and even if you have all your facilties about you, she is pushy at the very least.

This propertly manager then went back to the board with it and told all the directors and the one who i thought was bullying this man then wrote to all the directors including this elderly man to say she didnt think much of him as a director telling people about her.

Personally I think the property manager handled this completely wrong and should have approached the man on his own and asked him about it. It looks to me like she actually made the situation worse for him. She also broke my trust, as I specifically wrote to her telling her it was in confidence.

I was on this board before myself and at the time I was also treated like i didnt exist on the board. They wrote in the minutes that we agreed on something where there wasnt even a vote and i didnt get asked my opinion.

Is there someone that people can go to about a management company and a board where there seems to be just a 'clique' going on?

I personally think this 'strong' character is on the management company payroll or is not being charged management fees or something.

TheWonderLlama

Are you still a member?

I think the property manager was correct to bring the issue to the board. An allegation like you made needs to be aired.

If the person on the board is as bad as you say, they need to come off the board as they can't possibly fulfill their functions. the whole thing might be a misunderstanding given the handicaps of this director. Then a new director would be appointed by the members.

You say you were on the board previously. nothing to stop you going on again. Line up a few more people to go on and replace the board.

Runster

https://www.boards.ie/discussion/comment/121192821#Comment_121192821

I dont think its as simple as that when the rest of the board are on the side of the 'pushy' director or more like the 'pushy' directors knows what side their bread is buttered and is on the side of the rest of the board.

Therefore they wont have any sympathy for this other director

I dont think any person with a disability should have to step down, the chairperson should accomodate them and ensure that they have been fully informed and are happy that their opinion has been noted and that they are being respected and valued.

mvt

If you don't understand the difference between a management company & a management agents I think you are going to struggle with getting any issues resolved to you satisfaction.

TheWonderLlama

https://www.boards.ie/discussion/comment/121202284#Comment_121202284

So everyone on the board happens to be "against" your views? Amazing coincidence.

Runster

https://www.boards.ie/discussion/comment/121212646#Comment_121212646

Im not on the board so I dont know what you're talking about.

TheWonderLlama

what is it you are trying to achieve?