Lynton and Barnstaple - Operations and Development

Well, the Special Notice requirement is 21 days' notice before the meeting, meaning that anyone could put up motion to remove 'the six' up until the 2nd of March.

Yet Nicholson as Company Secretary has explicity said that "The Trust's legal adviser has confirmed that further resolutions cannot be added to the agenda of a general meeting already agreed by the Board."

So either

(i) there can be additional motions prior to the 2nd March because s168 does allow these motions - and Nicholson / his legal advice is wrong

or

(ii) the only resolutions that can be entertained are those that are a corporate decision under s168, having been passed through a formal Board vote at a properly constituted Board meeting - meaning that the two Ordinary Resolutions targetting Anne and Chris need removing from the EGM Agenda.

What can't be right is that asserted by 'the six' - that they get to stick motions in as ordinary members and that no one else does.

 

But not to be approved by the Board at a board meeting to engage the valid calling of the meeting, rather than requiring S.303 to force the meeting.

I do not argue that the meeting is invalid. Indeed, now that this abomination has been presented, I welcome the EGM as a chance to kill it off and focus attention on more productive matters.

My issue is specifically and solely with the two motions for removal of directors, which I regard as both unworthy of debate in a civilised society, and illegitimately tabled.

 

So, are you saying that: firstly that what has been given as notice to dismiss two Trustees is valid ? and secondly that the Ordinary Resolutions will be decided on a majority vote (including proxies) ?

 

Yes

 

Perhaps all this legal advice that the Board has obtained, has come from Lineisclear?

 

Not guilty M’lud

 

Chris, we know that directors can write whatever agenda they like with whatever resolutions they like, whether they dream them up themselves or they are suggested by a member or members. The only time the 5% comes into play is to force a reluctant board to hold a meeting and even then they can reject a motion that is defamatory, frivilous or vexatious.
All this stuff about not being able to add agenda items after the board have agreed the meeting is true. Clearly, once you have agreed an agenda, then you cannot start adding to it. However, the answer is simple: all you do is to hold another board meeting to change the agenda. So, as for this legal advice, either the wrong question was asked or the answer is being interpreted wrongly and the supplemetary question about how do we change an agenda was not asked.

 

But on what basis @Lineisclear can these two motions from six ordinary members be valid and yet the Agenda be closed to similar resolutions from ordinary members?

Please show your working, with reference to Companies Act 2006 and Charity Law.

 

So, to be clear in what I'm thinking, could someone explain which of the following is the situation:

A) any member or group thereof can request a motion to dismiss a company director and that motion must be presented to the membership at a general meeting, costs borne by the company.

B) As A, but the motion can be rejected by the board at a meeting, in which case the motion can only be presented / forced a via an EGM if supported by 5% of the membership, and with costs borne by the 5%

We seem to be in case A with the L&B, but the WRSA hit case B. Both cannot simultaneously be true as if Case A were the truth, then the WRSA reformers would have had a much easier job of both the action and funding thereof.

John

 

@ikcdab - the point here is that the only thing that was voted on at the meeting on 10 Feb was the Special Resolution. The motions to remove Chris and Anne were not, and are simply motions from six ordinary members (who happen to be Trustees) but not an act of the Board.

'The six' can't have it both ways. The best thing to do would be to scrap the whole meeting, but failing that, to limit the meeting to the Special Resolution.

 

can you prove it?

 

As pointed out already section 169 says the company has to table the s168 resolution at a General Meeting.
The motions to remove the two Directors are legitimate responses to the section 168 notice by members.

 

well both are true. Any member can give special notice to the company. If the company accepts that, then S168 and S169 kick in. There is nothing in these sections that compels the company to accept the notice. Clearly there cannot be otherwise it would be happening all the time. If the company reject the special notice, then S303 can then kick in to force the issue.

 

@Lineisclear let me spell this out simply: only the Special Resolution was voted on by the Board, so it is the only resolution that engages s168 and therefore s169.

So: either the Ordinary Resolutions are valid - in which case there can be others - or they're invalid. Either is fine - but the current situation of 'the six' trying to have their cake and eat it too, is completely unacceptable.

 

This is the thing - we are told that the motions to remove directors were *not* discussed at a board meeting, so the company has neither accepted nor rejected them - at best, it could be claimed that the Secretary has accepted them, but I don't believe he has the authority to do so without board instruction. This is why I'm confused, as I can well believe that @Lineisclear 's argument is valid *if a majority of the board accept it at a board meeting*, but that hasn't happened - it's just a request, then it is added to the agenda of the next GM. Where is the check for vexatious motions of dismissal in situations like this - I don't see motions of director dismissal at many GMs even where boards have significant enmity within the membership. The strange thing is that, in this case, that board majority would have been a write in given the members applying are the majority of the board in and of themselves, so by avoiding asking the question in a board meeting they've essentially shot themselves in the foot.

John

 

That's exactly my understanding, @Selsig .

 

I think everyone is getting very confused. I think @Lineisclear ‘a point is that the board is always right. Long live the board. Personally, I’d think that even if they are right in law (and I am far from very of that) they are wrong, but their ( the 6) egregious actions have the positive benefit of being at least so transparently appalling that with luck the membership will see through their machinations. Less Machiavelli and more Mr Bean. I hope. If the trust is to stand much chance of having a future this silliness must end and, I think, a largely new board found.

 

This person also confused, but I have a dilatory Royal Mail at weekends where I live and have not had my pack yet. Are we going to see two Trustees sacked and then Chris Duffell's nomination for renewal of Trusteeship put forward at the AGM dismissed by the Chairman ? It sounds like positive action is needed right away. If the Ordinary Resolutions require the backing of 5% of members because those who put them forward were acting as individual members in the absence of a collective Board decision, and the suspicion that that 5% support has not been obtained as alleged, or . . . . . what can those familiar with the law suggest we do which would be effective at this stage ?

 

This is not right, you need to read the earlier posts or look at the companies act.

 

But...(referring to your earlier explanation), if the board did not consider and accept these ordinary resolutions at a minuted board meeting, then the resolutions would require 5% support.