Question 1

Hostile Meetings

Accepted Answer

Hostile Meetings Q: I live in a Victorian house converted into four flats and am secretary of our company. For about 10 years I have done all the work for the company, including organising our meetings. I always ask the other three directors what they want to put on the agenda and type it up for them. I type up the minutes, using my notes and those of another director and give copies to everyone. No one ever contested them until last month's meeting, when one of the directors denied that we had voted at previous meetings to charge £30 for late payment of service charges. This was in the minutes. For years now, this same director no longer pays his service charges by direct debit and is habitually up to two months or more late, ignoring my letters and emails requesting payment. I am wondering if it would be sufficient for one of the directors to sign the minutes? I am also wondering who has the right to attend meetings? As usual, the last meeting was held in my flat, but this same gentleman brought his partner, who used to live here but had not been to a meeting for five years. I was not expecting him. I knew he does not own the flat but had to question him several times before he would admit it. We knew the meeting would be difficult as we have new owners who want to make extensive alterations to non-demised parts of the house and garden. The partner was extremely hostile to me throughout the meeting and kept putting pressure on myself and another director to give consent. The new owners are a couple and I believe they are joint owners. I would be grateful if you could please confirm that I should declare them both as directors to Companies House but they only have one vote? I am concerned, of course, apart from security dangers, that the cost of any work to non-demised parts would be shared by all four flat owners and would be grateful if you would confirm this too. FPRA Vice-Chairman Richard Williams replies: The normal practice at meetings of directors is for the minutes of a meeting be agreed by the directors at the next meeting. In the absence of any detailed requirement in the articles as to the authentication of the minutes there is strictly no requirement for the minutes to be signed. It is obviously good practice to have some such authentication and the signature of one director is quite sufficient. Only the directors are entitled to attend. Others may attend if the directors agree. In the case of a jointly owned flat, Article 6 of the Articles of Association provide that only the first named shall exercise voting and other powers, so that strictly speaking it would seem that only that individual has to be appointed as a director and registered as director at Companies House. If the directors decide that the second-named joint owner should be allowed to attend directors’ meetings in place of the first-named one, then he or she should also be registered as a director. As regards alterations to non-demised parts, members can only be obliged to pay for these if the lease requires the landlord to carry out the works. The details are contained in the fourth and seventh schedules of the lease. Generally, these provisions seem to be directed to maintaining what is already there, rather than making alterations. Therefore, the new owners’ suggestions should be studied carefully, in detail, to see whether they are within these provisions, if the cost is to be shared by all the members. [Submitted May 2019]

Question 2

Hostile Meetings

Accepted Answer

Hostile Meetings Q: I live in a Victorian house converted into four flats and am secretary of our company. For about 10 years I have done all the work for the company, including organising our meetings. I always ask the other three directors what they want to put on the agenda and type it up for them. I type up the minutes, using my notes and those of another director and give copies to everyone. No one ever contested them until last month's meeting, when one of the directors denied that we had voted at previous meetings to charge £30 for late payment of service charges. This was in the minutes. For years now, this same director no longer pays his service charges by direct debit and is habitually up to two months or more late, ignoring my letters and emails requesting payment. I am wondering if it would be sufficient for one of the directors to sign the minutes? I am also wondering who has the right to attend meetings? As usual, the last meeting was held in my flat, but this same gentleman brought his partner, who used to live here but had not been to a meeting for five years. I was not expecting him. I knew he does not own the flat but had to question him several times before he would admit it. We knew the meeting would be difficult as we have new owners who want to make extensive alterations to non-demised parts of the house and garden. The partner was extremely hostile to me throughout the meeting and kept putting pressure on myself and another director to give consent. The new owners are a couple and I believe they are joint owners. I would be grateful if you could please confirm that I should declare them both as directors to Companies House but they only have one vote? I am concerned, of course, apart from security dangers, that the cost of any work to non-demised parts would be shared by all four flat owners and would be grateful if you would confirm this too. FPRA Vice-Chairman Richard Williams replies: The normal practice at meetings of directors is for the minutes of a meeting be agreed by the directors at the next meeting. In the absence of any detailed requirement in the articles as to the authentication of the minutes there is strictly no requirement for the minutes to be signed. It is obviously good practice to have some such authentication and the signature of one director is quite sufficient. Only the directors are entitled to attend. Others may attend if the directors agree. In the case of a jointly owned flat, Article 6 of the Articles of Association provide that only the first named shall exercise voting and other powers, so that strictly speaking it would seem that only that individual has to be appointed as a director and registered as director at Companies House. If the directors decide that the second-named joint owner should be allowed to attend directors’ meetings in place of the first-named one, then he or she should also be registered as a director. As regards alterations to non-demised parts, members can only be obliged to pay for these if the lease requires the landlord to carry out the works. The details are contained in the fourth and seventh schedules of the lease. Generally, these provisions seem to be directed to maintaining what is already there, rather than making alterations. Therefore, the new owners’ suggestions should be studied carefully, in detail, to see whether they are within these provisions, if the cost is to be shared by all the members. [Submitted May 2019]

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