The ‘Residents’ Update – July 2026’
The Directors' Update, in respect of the proposed transfer of the ownership of the Maintained Areas from Jeakins Weir to our management company, contains an inaccurate account of a resident’s ‘opposition’ to ‘the plan’. That resident is me and I want to correct the unfair presentation of my position.
I am in favour of the transfer of the land to our company, if it is in the best interests of us all. That is not entirely clear and my website ‘Spinney Hill Notes’ suggests aspects of the transfer that we should consider before a vote. Where we vote is key.
The differences I have with the Directors arises from their continued opposition to conducting company business at AGMs. The Companies Act very clearly requires that, for our Company, a GM is the only place where decisions requiring a vote can be made. No other options are permissible, e.g. ‘Owners’ Meetings’ are not a lawful venue.
I haven’t been able to persuade the Directors to change their approach to GMs. In the interests of complete transparency, and as a last resort, I recently gave the Directors a draft of the request I could make to the Land Registrar, should there be an application to register a transfer of ownership. I would ask that the transfer should be permitted only after it had been approved by the Membership at a GM.
It feels to me that the situation now is very much like that of Spring 2023, when I had put pressure on FirstPort, JW’s managing agent, to call the Company’s First GM – they responded stating that a GM would happen AFTER the land had been transferred to the Company, i.e. effectively the homeowners would have no say. It was known long before 2023 that the transfer of land was problematic.
Then, after several weeks of dispute with FirstPort, of research and widely seeking advice, I challenged them with essentially the same request that I now might put to the Land Registrar. In October Fairfield, the then Company Secretary capitulated, agreed to call a GM and recognised that the transfer of land was a matter solely for the homeowners to decide.
Having provided the Directors with a draft of the argument supporting the request I might make to the Land Registrar I also proposed we meet to discuss our differences and perhaps find solutions – which is exactly what the Registrar requires, should an objection be filed. The Directors’ answer was the Update.
You may wonder why, after the months of briefing against holding an AGM, having obtained expensive legal advice, the Directors now propose to hold a GM. What was that expensive legal advice? However, they have not totally abandoned 'Owners Meetings'.
They say the purpose of the GM is to ask the Membership to ‘ratify’ the vote made at the Owners Meeting in 2025. That implies there will be no debate, that you will be only asked to approve an unlawful vote that was cast on misleading information. I hope the Membership will not allow that.
I’ll leave you to consider the circularity of the proposition that it would cost thousands to reverse the sole restriction I would ask for, i.e. calling a GM, which is what they are now going to do! At the Land Registry, would they actually argue that the Membership should not be allowed to vote at a GM? Anyway, the potential costs are exaggerated, and irrelevant, as is my proposed appeal to the Registrar – we are having a GM!
In place of a ‘written objection’, I will ask the Directors to circulate my website ‘Spinney Hill Notes’. I trust Members will find it useful in asking questions and casting that informed vote. I will answer any questions or counter-arguments, via the email link provided.
The Directors have also failed to respond to possible legal impediments to any vote about the land transfer. In my readings of the Articles and the Companies Act, the Company has no power to acquire land. The Membership could amend the Articles to allow it but there are certain prerequisites which, in my opinion, must necessarily be addressed before any vote takes place. Those matters were detailed in my proposed objection to the Land Registrar.
I am not the villain in this. If advice had been heeded and the rules complied with this matter would have been decided long ago.
Mike Nason
31st July 2026