AGM 4th June 2025.
At the June 2025 AGM, the Membership rejected a motion that the Company should have an AGM every year. They did so on the basis of misinformation they were given and which they took on trust. On reflection, the Membership may conclude that they did themselves a significant disservice and that an AGM is exactly where Company business should be conducted.
At an ‘Owners Meeting’ held on 6th May 2026, the Directors claimed that a resolution to acquire the land had been passed at the AGM of June 2025. No such resolution was approved at that AGM, nor was any Written Resolution voted on.
In 2025 the Directors had given notice that there would be two meetings; an AGM, followed by an Owners/Residents Meeting. The Minutes of the AGM records mis-directions presented by the Directors to the Members.
At that AGM a resolution had been proposed that the Company should hold an AGM each year. The resolution was rejected because of the misinformation the Members were given, which is actually recorded in the Hegarty Minutes (bold font added):
‘. . . 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.’
‘Paul Browne 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 . . . ’
‘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.’
These statements by the Directors were serious misrepresentations of the law, which the Membership took on trust and voted accordingly. In respect of the statement of the Managing Agent regarding The Articles, neither The Act nor the Company Articles prohibit AGMs – it is a matter of choice, as required under Sect 281 (see Page 'Companies Act Sect 281'). The effect of the ‘Articles’ were factually incorrect and irrelevant. On Incorporation bespoke articles were adopted, and Article 20 states that the ‘Model Articles do not apply.’
With regard to the acquisition of the title to the communal areas, the AGM Minutes recorded this;
‘General discussion followed about the impact of Section 106 agreements on land transfer and covenants. Paul Browne, as Portfolio Holder for Planning at Rutland County Council, confidently stated that Section 106 is an ancillary planning matter detailing permissions regarding whether roads or sewers should be adopted by the local authority but does not govern maintenance or upkeep.’
That is not so. The Sect 106 Agreement for Spinney Hill specifically addresses the transfer of the land in ‘The First Schedule, Transfer of Open Spaces’ and has restrictive covenants in Sect 1.9. The Second Schedule contains specifications for the maintenance of the areas. See Page 'Sect. 106 Agreement).
It was also claimed that, ‘The discussion concluded that the land is already designated as public open space regardless of ownership’. There is no basis for such a claim. Section 1.9(a) of the First Schedule is a restrictive covenant ‘ . . . preventing the use for any purpose other than public open space’. The Schedule is clear that this and other provisions come into force AFTER the transfer takes place. Rutland County Council Planning Dept has confirmed that is the case.
Covenant 1.9(a) has serious implications for the control of the areas, which should be understood before acquisition.