Calling an EGM (extraordinary general meeting )

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Thursday 28 July 2011 12.42pm
I believe that an EGM has to be called by the directors of a company(the company in my case having been set up to run the block of flats that I live in).

My question is that if the directors have been asked (by the members of the company)to hold an EGM and choose not to what recourse do the members who are not directors have?

Any advice would be much appreciated.

Thanks,

Alex.
Thursday 28 July 2011 1.05pm
When you say "by the members of the company", that seems like a pretty blanket statement... surely everyone hasn't said this?

Exactly how many have formally signed a request for an EGM?
Thursday 28 July 2011 1.50pm
As a shareholder in the company (I am presuming you are here) you will have been given or have the right to see the Articles Of Association which set up the (Management) company. If you don't have a copy then you can ask the Company Secretary to provide you with a set. These should lay down all the rules that govern the way your company handles itself and its business.
Thursday 28 July 2011 2.52pm
In this case 50% of us want a meeting, and going by past experiences the members who are directors will once again make an excuse as to why any sort of meeting (EGM, AGM etc.) should not be held.

Regards,

Alex.
Thursday 28 July 2011 3.00pm
Thanks for taking the time to reply. I do have a copy of the articles of association which say that an EGM has to be called by the driectors. Hence our problem.

Although the articles of association lay down the rules for a meeting being called it does not (maybe it does but I am unable to see it)say what to do when a meeting is not held (although asked for.

To give you an example our last AGM that was held was 3 years ago (when this was mentioned the reply we got was that there is no need to hold a meeting).

You can see the problem that we are experiencing.

Regards,

Alex.
Thursday 28 July 2011 3.58pm
I think the clue on an AGM is what the A stands for.

Have they passed a motion dispensing of the need to hold an AGM?

On the EGM point, what are the provisions for removal or Directors, or amending the Articles?
Thursday 28 July 2011 5.01pm
Go to http://wck2.companieshouse.gov.uk/6aa3f4bb0a61e488c50dcd5d5aa0791b/wcframe?name=accessCompanyInfo

and type in the name of the company.

Click on the company name.

Click on "order information on this company"

Scroll to the very end of the list (there may be more than one page) and find the Memorandum and Articles of Association. 1 each. Easier and cheaper than ringing the secretary.

Anything they don't tell you about will be found in the default which is called "Table A" and may be found here. (Make sure you get the right year for the year your company was incorporated.)

http://www.companieshouse.gov.uk/about/tableA/index.shtml
Thursday 28 July 2011 9.14pm
AS far as I know no motion to dispense with an AGM has been discussed/passed. Unfortunately the more I take an interest (which I should have done long before now)the more I find wrong with the running of the company.

I do appreciate that directors cannot keep asking for permission to do things but I feel neither can they just bulldoze and ignore the other shareholders.

Regards,

Alex.
Thursday 28 July 2011 9.21pm
Thanks for your very good advice and links. I managed to open one of the links (the other I will speak to Companies House tomorrow).

On the link that I was able to open I could see lots of information that I either didn't know or was unsure of.

When I request an EGM/AGM I will be a lot more confident as I now have some very good guidance.

Thanks so much for that.

Regards,

Alex.
Friday 29 July 2011 9.30am
An EGM can generally be held at any time, subject to enough notice being given to all shareholders. An AGM can only be held once a year and is usually held to present the accounts and to answer questions on them for the previous year and to highlight plans for the forthcoming year(S). A couple of years ago legislation was changed which meant that Directors of a small company like a residential management company do not have to hold a AGM each year, but they must still provide accounts to all the shareholders. You should approach the Managing Agents too (if you have any) to ensure that you have all the accounts to be able to question the directors who are obliged to answer your questions whether at a meeting or not....but I am not sure how to force them to hold a EGM to discuss general running issues. I'm sure much of what I have said you already know but I hope it all helps.
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