The Resolution
The comments below are to assist the Membership in voting on the following Resolution, at the EGM, September 2026
Resolved, that Article 11 of the Articles of Association of the Spinney Hill (Oakham) Management Company Ltd be amended, the present wording to be replaced by,
‘The Company will hold an Annual General Meeting each financial year.’
At the 2025 AGM this author proposed the same resolution. It was rejected because of the misleading information the Members were given, which should not be allowed to influence the vote at this EGM. This is what was the 2025 meeting was told:
From the Minutes of the 2025 AGM;
‘. . . Lee Marston (HPM) informed the members that Companies House does not intend for any Residents Management Company, such as Spinney Hill, to be burdened with company business. Instead, the company was formed to manage the daily operational and financial matters of the development. The key point emphasized was that a Residents/Owners Meeting is the appropriate platform to discuss these matters in detail and to ensure that members have the opportunity to engage fully with the process’.
Companies House has no powers to vary the Companies Act - they can only enforce the Act, not re-write it. The Act specifies how companies are managed and does not separate company business from ‘operational and financial matters’. Nor does the Act recognise any meetings other than General Meetings.
[A director] . . . .provided further clarification that Companies House does not mandate formal AGMs for non-profit organisations such as Spinney Hill (Oakham) Management Limited. Under the 2006 Companies Act, the formal structure of an AGM is deemed unnecessary and time-consuming for a residents’ management company. Instead, practical matters such as service charge discussions should take place in a Residents/Owners Meeting . . . ’
Companies House has no power to mandate or forbid AGMs. There is nothing in the Act that ‘deems’ AGMs as ‘unnecessary and time-consuming’. The Act demands the opposite – it is Residents/Owners Meetings that are not ‘mandated.’
Article 11 states that ‘The Company is not required to hold an Annual general Meeting . . .’ The Companies Act, Sect 302 states; ‘The directors of a company may call a general meeting of the company.’ They are not contradictory, both mean that AGMs are discretionary! - but otherwise, in the absence of an GM, business MUST be conducted by way of Written Resolutions (which is not a practical process for our Company). Far from prohibiting AGMs the Articles provides for the holding of GMs and gives extensive instruction as to how they will be conducted.
‘LM (HPM) confirmed Paul Browne’s explanation, stating that the current Table A Memorandum and Articles explicitly state that AGMs are not required. Paragraph 2(a) in the model articles supports this, while also allowing directors or members to call a general meeting when needed, provided proper notice is given.’
The Managing Agent’s reference to the Articles sounded authoritative but was factually incorrect and irrelevant; Model Article 2a refers to a member’s liability on the company being dissolved and has nothing to say about AGMs. In fact, on Incorporation ‘bespoke’ articles were adopted, and our Article 2a states that the ‘Model Articles do not apply.’
A Director asserted, ‘that AGMs should remain focused on company matters, drawing a clear distinction between company governance and service charge discussions.’
Why service charges were particularly raised is not known but it cannot seriously be proposed that the money Members pay to the Company, administered by a third party, is not fit to be discussed at a GM. There is nothing that cannot be discussed at a GM.
Conclusion.
Those statements were serious misrepresentations, which the Membership took on trust and voted accordingly. I hope that the Members will decide that the proper place to discuss company business is at a General Meeting and vote accordingly.
Mike Nason, 23rd August 2026
Addendum.
Why AGMs?
The Companies Act mandates GMs. The Articles and the CA provide a predictable structure to a GM and rules providing legal certainty, probity. There are rules for who is qualified to vote (only one vote per household, owners of multiple properties have just one vote, proxies must be registered, etc). Decisions made by the membership are legally binding on the Company. Minutes of meetings MUST be taken and kept for 10 years. Having been approved the Minutes are the legal record of the business conducted, which may be referred to in later years.
Other meetings.
Meeting other than GMs are not legally recognised. Owners/residents gatherings have no legal status and no rules. There are no Directors or Secretaries. Anyone can vote. A household of six would out-vote a household of two. If Minutes are kept they have no legal significance. Resolutions made at GMs must be reported to CH – those at a non-legal meeting can’t be put on record. If decisions, ‘votes’, are used as the authority to appoint company positions, or to commit the company to expenditures, they could be legally challenged.