3 Jun 2023.

PB to MN.  I have been so tied up with RCC business since being elected last August, that I have unfortunately seemed to let some matters slip, which I regret . . .  this will occupy the vast majority of my currently foreseeable time. . . . This does not mean that the destiny of SHMC is not now important to me, what it does mean is that I only have so much time to give and I feel I have to prioritize.

4 June 2023.

MN to committee: Although I appear to be persona non grata, I again offer my help . . . if no Director is present 15 mins after the start of the [GM] meeting (which should be the published time) the meeting elects its own Chair.  I doubt a Director will attend and, in my opinion, FirstPort have no legal status at the meeting. [See Document 15 Dec 2022 – ‘FirstPort status at GM’] You will also know that GM Minutes must be made.   I would not trust FirstPort's Minutes, which we may not see for weeks and which we will have to approve at the next A/EGM. We should keep our own Minutes . . . .

The Members should have an inkling of what the meeting will contain, so I have prepared a website, still under editing, I intend to circulate soon.

9 June 2023

Email attachment, sent to all Members: a resume of useful information they would need prior to the AGM on 23^rd June.

Points raised. (Full document available)

Fairfield agreed in Oct 2022 to call a General Meeting, because of FirstPort’s obstruction and the inactivity of the Shadow Committee, the GM is only now being called, 6 months later.

Managing Agent, history of FirstPort and should we have one?

Financial concerns.

Company Secretary.

Registered address.

Transfer of Open Spaces, no legal authority to acquire land, extra liabilities.

Website, to promote communication between Directors and members.

Company Articles.  Not suitable for the new circumstances.

Sect 106 challenge.

19 June 2023

MN to committee: I have just received a Land Registry notification of activity on the title of the Maintained Areas; a pending purchase in the favour of the Spinney Hill(Oakham) Management Company Limited.  This may be the reason why the GM has been obstructed, so that the land can be transferred without our sayso.   Perhaps PB will know how the determine exactly what is going.   I drafted an objection letter to the LR many months ago but need to know exactly what is going on before I file.

You will recall that Philippa Flanegan gave me her assurance that the transfer of land to the SHMC was solely a matter for the Members.  We have been lied to before.

19 June 2023.

MN to Flanegan:   I have just received notification from the Land Registry of a search on the properties forming the Maintained Areas in Spinney Hill, a purchase in favour of the Spinney Hill (Oakham) Management Company Ltd.

Please confirm that this is not in connection with the transfer of title to those Areas from Jeakins Weir Ltd to the Company.   I remind you of your email of 28th October:' . . . . the resident directors will oversea [sic] the transfer of the managed land.'

Otherwise I remind you of my view that the Directors (you and Fairfield) do not have the legal power to acquire land, and an objection will be placed with the LR. [MN: no response received]

23 June 2023

FirstPort’s Minutes of the GM were unacceptable.

From Revised GM Minutes 23 June:

At 14.19hrs, having waited 19 minutes from the specified time for commencement of the Meeting and no Director being present, nor any representative of the Company Secretary having any delegated power, nor proxy produced to represent either of the two Directors, a Member of the Company, a Mr PB Browne, informed the Members present  that by virtue of Articles 18 & 19 of the Articles of Association of the Company (hereinafter referred to as “the Articles”) that Members had in those circumstances, the right to appoint one of their number to act as Chair of that Meeting.]

21 August 2023

MN to Committee: I hope you are not satisfied with the Minutes of the GM - in fact it was not an AGM, it was the first General Meeting under Article 47. 

Nick Elliott accepted that months ago. The Minutes are inaccurate and

incomplete - I hope they will be challenged.  [Later . . .] I attach my first effort at a proper set of Minutes . . . . you will note that even the date on Ms. Harrison's Minutes is incorrect - there was no GM on the 27th!!  She heads the Minutes as an AGM and signs it off as an EGM!  What a plonker.

From BD to MN:

Thank you for this Mike, very helpful. As you know, we have a board meeting this week and accurate minutes will be on the agenda. Your document means that we don’t have to start from scratch.

6 September.

MN to committee:

HG, I hope you can keep me appraised of the progress or otherwise that the Directors are making . . .  I just want to help wherever I can.  I think we agree that a linear approach to matters is not enough - lots of matters must be dealt with in parallel. That's a lot of work and I might just be able to help Remember, when I withdrew my name as Director, some of the committee hoped I could still help; one though I would be essential . . . if anyone wants some specific information they only have to ask . . . . I can't help noting that the Companies House page is still out of date.  Because the page can be updated on-line almost instantaneously, that seems to be a very deliberate omission, making me speculate as to why?   What are FirstPort/JW up to? Are they frantically loosing or creating documents, to cover their tracks? The same thought occurs if they have not yet released to the Board all of the necessary documentation.

10 September 2023

From MN to committee: I have asked to be kept updated with progress, and I have made many offers to help you.  Even to one as thick-skinned as me it is clear my help is not wanted.  It is, however, needed.

Am I being unfair to observe that electing our own Directors has achieved nothing?  FirstPort is in total command. It is ignoring your requests, nothing has changed (nothing at CH) the old Minutes still on FirstPort site and, I suspect, no documents provided by them). We can't sit back and wait for FirstPort. There seems to be a view that a Director is not a Director until he/she is named at Companies House - not correct of course.  That may be the explanation why FirstPort/Fairfield are dragging their feet; how many documents are being shredded - or created? Meanwhile, we don't know if Flanegan and Fairfield have actually resigned as Directors.

The new Directors alone are not a Board of Directors and have no powers to demand documents.  First there must be a properly convened meeting and a quorum; if Flanegan et al attend they will be out-voted, or having been notified and they don't turn up, the Board can still legally act. I propose the following.

Call a Board Meeting (Art 60) giving notice (Art 80, 81) to Fairfield and Flanegan. Agenda; to receive proof of their resignations or to obtain their immediate resignations, or to dismiss them as Directors subject to Sect 168 of the Act; to rescind all purposes and conditions granted to the appointed managing agent under Article 44 . . . . if FirstPort is to be kept then on, their authority under Art 44 should be severely limited - e.g. to obtain the Board's permission to spend monies etc etc . . . . Can we put aside all hubris - me included - and discuss the points I make?

13 September 2023

MN to committee: In my email of 10th Sept. I set out a process for you to gain clear control of the Company, to gain your collective authority as Directors, and to end Mainstay's/FirstPort's/JW's uncontested control . . . HG had responded, 'It is obvious  . . . . the aims we pursue are aligned with yours although the modus operandi in achieving them differs. . . . . we have agreed to conduct our business dealings in a professional and determined manner that we believe FirstPort will respond to.'



I replied directly to HG but now think I should put to you the same challenge I made to him. FirstPort has been consistent in its obstructive behaviour. The shadow committee has been consistent in its approach.  And it didn't work.  It was my 'confrontational' approach that achieved progress - I think it is my approach that has been professional and determined.  On what grounds do you 'believe' that FirstPort will respond to a laissez faire approach?  They haven't so far.  The CH page still hasn't been updated!

The challenge is simple: explain the advantage in NOT acquiring full control of the Company.

You don't need to tiptoe around FirstPort/Mainstay.  The functions of the Company are clearcut, set out in the Articles, the CA, the Transfer Deed, and good practice.  You don't need FirstPort in order to plan the way ahead.  As it is you are still a committee, with no authority. I am willing to meet and debate the issues.

2 Oct 2023

MN to PB. I presume it is an agreed tactic not to respond to me.   That being the case I will have to act on my own where your colleagues are failing to act. Thus I have asked the RCC to clarify the situation with regard to the certificate of practical completion.  I would much rather work with you and your colleagues. Among the several significant matters to be faced is 'Open Public Spaces' covenant under the Sect 106 Agreement, which we should strongly resist.  In lieu of any action from the committee I intend to submit to the RCC an argument that the covenant is an invalid planning obligation.  It would be a much more effective document if it had your professional attention. If you are willing to advise I will forward the draft to you - and your colleagues if required - but, on no response, will assume that the breach is irrepairable.

3 October 2023.

MN to committee: I have been unsuccessful in getting Companies House to lean on FirstPort, to make them comply with the CA.  This is the final response I just received:

. . . . the managing agents are employed by the company.  It is for the members to put pressure on the directors ensure the company brings the public record up-to-date, taking legal advice if necessary.

I have also failed to persuade my Directors to take the necessary steps to achieve compliance.

Reply From HG:

Your recent emails have been shared amongst the Spinney Hill directors and the consensus is that we are aggrieved by your continual denigration of the Board . . . I think it is time that we clearly state how the directors will be operating in the future . . . Our prime objective is to gather important information regarding Spinney Hill and establish relationships with all parties that affect the management of the estate. This is what we are doing. When we are in possession of all the facts we can move on to other issues.

It is not reasonable to expect us to jump on issues that you highlight when we have decided on other courses of action. You had the opportunity to become a director but did not accept it. You cannot expect us to regard you as a special case and share day to day information. We will keep you updated along with the other residents . . . We are happy to have issues raised with us, to be addressed when appropriate and we acknowledge you have a considerable amount to offer. But to be effective we must ask that you channel your efforts in other ways and work with us. You have the right to raise issues with relevant organisations as a resident. However, you are not aware of the initiative we have in train and having more than one representative of Spinney Hill communicating with residents causes confusion and should be left to the elected representatives.

6 October 2023.
From MN to committee:
Having taken a day or so to consider its contents, I am responding to HG's email of 3rd. October . . . . I have not made personal attacks on any member of your committee, as HG's use of the word 'denigrate' proposes. I have criticised the decisions made by the committee, which is the right of any Member of the Company, and particularly mine. I sincerely believe that the course you seem to be following is not the best one for the Company and its Members.
I am communicating with my fellow Members whilst you are not. It was agreed that you, our Directors, would keep the Members informed. If there are initiatives in train, let everyone know. If you share with me any progress you have recently made then I can re-assess my efforts. You will acknowledge that I have never hidden anything from you.
If you have acquired the resignations of the subscriber/nominee Directors and have obtained the critical Company documentation you twice asked for, then let everyone know and I will publicly acknowledge that it is a significant achievement. If not, and the information has still not been received, then it is legitimate for you to be asked to explain why.
HG wrote, 'You cannot expect us to regard you as a special case and share day to day information.' If anything is denigrating that is. Given the work I have done over the last 4 years, and given the only substantive progress made over the last year or so was achieved by me, I am a special case. And then HG contradicts himself; 'we acknowledge you have a considerable amount to offer. But to be effective we must ask that you channel your efforts in other ways and work with us.' I have repeatedly asked to work with you but have been repeatedly ignored.
I have examined my own conscience and am confident that everything I have done was for the benefit of everyone on the development - I have received thanks from many residents for the work I have done on their behalf. I am still willing to work with you in the belief that your motivation is the same.

More to follow