Question 1

Difficult Working Relationship

Accepted Answer

Q: I am one of five directors writing on behalf our management company. Three of the directors are wishing to hold an EGM with reference to our working capabilities with two new directors which has now become untenable. Therefore we would like to hold an EGM to discuss with the shareholders the board’s position. How much notice do we need to give? Can we send a letter of intention to all shareholders inviting them to attend within the next few days? FPRA Director Shula Rich replies: It depends if the meeting is going to be formal or not. If it is to 'discuss' something with no resolutions then it could be just a 'Meeting' with a reasonable notice period. If you are going to have resolutions and a formal meeting then the period needed for Notice will be in your Memoranda of Association. As the two directors are already in a minority, would it be another idea to elect or co-opt one other person so as to neutralise them? A director need not attend in person and can appoint an alternative director to attend meetings instead. [Submitted May 2017]

Question 2

Difficult Working Relationship

Accepted Answer

Q: I am one of five directors writing on behalf our management company. Three of the directors are wishing to hold an EGM with reference to our working capabilities with two new directors which has now become untenable. Therefore we would like to hold an EGM to discuss with the shareholders the board’s position. How much notice do we need to give? Can we send a letter of intention to all shareholders inviting them to attend within the next few days? FPRA Director Shula Rich replies: It depends if the meeting is going to be formal or not. If it is to 'discuss' something with no resolutions then it could be just a 'Meeting' with a reasonable notice period. If you are going to have resolutions and a formal meeting then the period needed for Notice will be in your Memoranda of Association. As the two directors are already in a minority, would it be another idea to elect or co-opt one other person so as to neutralise them? A director need not attend in person and can appoint an alternative director to attend meetings instead. [Submitted May 2017]

Difficult Working Relationship

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