QUESTION
We are a block of 60 Private Retirement Apartments. We operate a RTM company and a vacancy has become available on the board due to a resignation with immediate effect. I am the only person to offer to fill that vacancy. I have 50 years experience in business in positions such as Chairman/Managing Director. The Board say they do not want to fill the position at this moment in time but I can apply in September.. The Directors operate a Quorum ? - they said at a meeting last October that they will operate a system that involves 5 members, the odd one is in case 2 say yes & 2 say no the 3rd member has the casting vote so how can they operate with only 4 Directors?
The other issue is they refuse to inform Companies House of this resignation and Companies House say it is up to the RTM Board to inform them. Is this correct and can you offer any advice?
ANSWER
Thank you for your enquiry.
I do not have the Articles of Association for your RTM but, for the purposes of providing advice I have assumed that the RTM has standard RTM Articles which I have obtained from Companies House.
The standard Articles do not provide for any maximum number of Directors but the quorum at a Directors meeting is 2 so the number cannot fall below this. A quorum is simply the minimum number of Directors who can make a decision.
To become a Director you can be appointed by a decision of the other Directors or by the members in General Meeting. Applying to the Directors and allowing them to make a decision is most common.
Where there are 4 Directors instead of the usual 5, again this is quite common where the Directors consider that they are usually in agreement about their decisions. They can, under the Articles, appoint any one of their members to be the Chairman at any meeting and, as Chairman, that Director would have a casting vote to avoid a deadlock where there is an even number of Directors.
It is indeed up to the RTM Board or the Company Secretary (if there is a separate Secretary) to notify Companies House by filing the appropriate form at Companies House. They should do this promptly to ensure that records are kept up to date and I can see no reason why they would not do so.
I hope that assists but do come back to me if there is anything further you would like to ask.
Charlotte Collins, Director at Realty Law
